UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2019
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
|
|
|
Commission file number: 000-55084
|
Prudential Bancorp, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Pennsylvania
|
|
46-2935427
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
1834 West Oregon Avenue
Philadelphia, Pennsylvania
|
|
19145
Zip Code
|
(Address of Principal Executive Offices)
|
|
|
(215) 755-1500
(Registrant’s Telephone Number, Including
Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each Class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which
registered
|
Common Stock
|
|
PBIP
|
|
Nasdaq Stock Market
|
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x
Yes
¨
No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition
of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
|
Accelerated filer
x
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
|
Emerging growth company
¨
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act
¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
¨
Yes
x
No
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock as of the latest practical date: as of July 31, 2019, 10,819,006 shares were issued and 8,888,847 were
outstanding.
PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and amounts due from depository institutions
|
|
$
|
2,080
|
|
|
$
|
2,457
|
|
Interest-bearing deposits
|
|
|
35,997
|
|
|
|
45,714
|
|
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
|
38,077
|
|
|
|
48,171
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
|
|
2,351
|
|
|
|
1,604
|
|
Investment and mortgage-backed securities available for sale (amortized cost— June 30, 2019, $432,852; September 30, 2018, $316,719)
|
|
|
438,179
|
|
|
|
306,187
|
|
Investment and mortgage-backed securities held to maturity (fair value— June 30, 2019, $57,371; September 30, 2018, $55,927)
|
|
|
57,085
|
|
|
|
59,852
|
|
Equity securities (amortized cost June 30, 2019, $31)
|
|
|
69
|
|
|
|
-
|
|
Loans receivable—net of allowance for loan losses (June 30, 2019, $5,330; September 30, 2018, $5,167)
|
|
|
586,507
|
|
|
|
602,932
|
|
Accrued interest receivable
|
|
|
3,893
|
|
|
|
3,825
|
|
Real estate owned
|
|
|
423
|
|
|
|
1,026
|
|
Restricted bank stock—at cost
|
|
|
13,356
|
|
|
|
7,585
|
|
Office properties and equipment—net
|
|
|
7,239
|
|
|
|
7,439
|
|
Bank owned life insurance
|
|
|
31,669
|
|
|
|
28,691
|
|
Deferred tax assets-net
|
|
|
3,165
|
|
|
|
4,655
|
|
Goodwill
|
|
|
6,102
|
|
|
|
6,102
|
|
Core deposit intangible
|
|
|
478
|
|
|
|
571
|
|
Prepaid expenses and other assets
|
|
|
2,751
|
|
|
|
2,530
|
|
TOTAL ASSETS
|
|
$
|
1,191,344
|
|
|
$
|
1,081,170
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
15,614
|
|
|
$
|
13,677
|
|
Interest-bearing
|
|
|
713,927
|
|
|
|
770,581
|
|
Total deposits
|
|
|
729,541
|
|
|
|
784,258
|
|
Advances from Federal Home Loan Bank (short-term)
|
|
|
36,500
|
|
|
|
10,000
|
|
Advances from Federal Home Loan Bank (long-term)
|
|
|
264,766
|
|
|
|
144,683
|
|
Accrued interest payable
|
|
|
3,404
|
|
|
|
3,232
|
|
Advances from borrowers for taxes and insurance
|
|
|
3,533
|
|
|
|
2,083
|
|
Interest rate swap contracts
|
|
|
8,806
|
|
|
|
-
|
|
Accounts payable and accrued expenses
|
|
|
10,046
|
|
|
|
8,505
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,056,596
|
|
|
|
952,761
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
|
|
|
-
|
|
|
|
-
|
|
Common stock, $.01 par value, 40,000,000 shares authorized; 10,819,006 issued and 8,888,847 outstanding at June 30, 2019; 10,819,006 issued and 8,987,356 outstanding at September 30, 2018
|
|
|
108
|
|
|
|
108
|
|
Additional paid-in capital
|
|
|
118,086
|
|
|
|
118,345
|
|
Treasury stock, at cost: 1,930,159 shares at June 30, 2019 and 1,831,650 shares at September 30, 2018
|
|
|
(29,708
|
)
|
|
|
(27,744
|
)
|
Retained earnings
|
|
|
47,484
|
|
|
|
45,854
|
|
Accumulated other comprehensive loss
|
|
|
(1,222
|
)
|
|
|
(8,154
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
|
134,748
|
|
|
|
128,409
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
1,191,344
|
|
|
$
|
1,081,170
|
|
See notes to unaudited consolidated financial statements.
PRUDENTIAL bancorp, inc. and subsidiarIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
Three Months Ended
June 30,
|
|
|
Nine Months Ended
June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
INTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on loans
|
|
$
|
6,752
|
|
|
$
|
6,485
|
|
|
$
|
19,936
|
|
|
$
|
18,853
|
|
Interest on mortgage-backed securities
|
|
|
2,536
|
|
|
|
1,060
|
|
|
|
6,844
|
|
|
|
2,753
|
|
Interest and dividends on investments
|
|
|
1,792
|
|
|
|
1,189
|
|
|
|
5,040
|
|
|
|
3,198
|
|
Interest on interest-bearing assets
|
|
|
193
|
|
|
|
197
|
|
|
|
589
|
|
|
|
518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
11,273
|
|
|
|
8,931
|
|
|
|
32,409
|
|
|
|
25,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits
|
|
|
3,356
|
|
|
|
1,932
|
|
|
|
9,936
|
|
|
|
4,915
|
|
Interest on advances from Federal Home Loan Bank(short-term)
|
|
|
184
|
|
|
|
43
|
|
|
|
373
|
|
|
|
184
|
|
Interest on advances from Federal Home Loan Bank(long-term)
|
|
|
1,518
|
|
|
|
734
|
|
|
|
3,546
|
|
|
|
1,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
5,058
|
|
|
|
2,709
|
|
|
|
13,855
|
|
|
|
6,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME
|
|
|
6,215
|
|
|
|
6,222
|
|
|
|
18,554
|
|
|
|
18,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR LOAN LOSSES
|
|
|
-
|
|
|
|
325
|
|
|
|
-
|
|
|
|
685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
|
|
6,215
|
|
|
|
5,897
|
|
|
|
18,554
|
|
|
|
17,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and other service charges
|
|
|
157
|
|
|
|
177
|
|
|
|
491
|
|
|
|
505
|
|
Gain on sale of loans, net
|
|
|
2
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
Gain (loss) on the sale of investments and mortgage-backed securities
|
|
|
511
|
|
|
|
(376
|
)
|
|
|
628
|
|
|
|
(376
|
)
|
Swap income
|
|
|
125
|
|
|
|
925
|
|
|
|
125
|
|
|
|
1,087
|
|
Holding gain (losses) on equity securities
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
32
|
|
|
|
-
|
|
Income from bank owned life insurance
|
|
|
170
|
|
|
|
160
|
|
|
|
473
|
|
|
|
480
|
|
Other
|
|
|
224
|
|
|
|
99
|
|
|
|
358
|
|
|
|
271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income
|
|
|
1,187
|
|
|
|
985
|
|
|
|
2,109
|
|
|
|
1,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
2,175
|
|
|
|
2,042
|
|
|
|
6,558
|
|
|
|
6,053
|
|
Data processing
|
|
|
201
|
|
|
|
180
|
|
|
|
585
|
|
|
|
545
|
|
Professional services
|
|
|
385
|
|
|
|
431
|
|
|
|
1,160
|
|
|
|
1,625
|
|
Office occupancy
|
|
|
226
|
|
|
|
266
|
|
|
|
739
|
|
|
|
845
|
|
Depreciation
|
|
|
159
|
|
|
|
157
|
|
|
|
469
|
|
|
|
469
|
|
Director compensation
|
|
|
65
|
|
|
|
56
|
|
|
|
195
|
|
|
|
176
|
|
Deposit insurance premium
|
|
|
254
|
|
|
|
90
|
|
|
|
557
|
|
|
|
231
|
|
Advertising
|
|
|
68
|
|
|
|
61
|
|
|
|
221
|
|
|
|
173
|
|
Core deposit amortization
|
|
|
30
|
|
|
|
34
|
|
|
|
93
|
|
|
|
105
|
|
Other
|
|
|
627
|
|
|
|
453
|
|
|
|
1,751
|
|
|
|
1,460
|
|
Total non-interest expense
|
|
|
4,190
|
|
|
|
3,770
|
|
|
|
12,328
|
|
|
|
11,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
3,212
|
|
|
|
3,112
|
|
|
|
8,335
|
|
|
|
8,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAXES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current expense
|
|
|
513
|
|
|
|
1,096
|
|
|
|
1,748
|
|
|
|
2,366
|
|
Deferred expense (benefit)
|
|
|
69
|
|
|
|
(420
|
)
|
|
|
(357
|
)
|
|
|
1,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
|
582
|
|
|
|
676
|
|
|
|
1,391
|
|
|
|
3,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
2,630
|
|
|
$
|
2,436
|
|
|
$
|
6,944
|
|
|
$
|
4,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER SHARE
|
|
$
|
0.30
|
|
|
$
|
0.28
|
|
|
$
|
0.79
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER SHARE
|
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.78
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIVIDENDS PER SHARE
|
|
$
|
0.50
|
|
|
$
|
0.05
|
|
|
$
|
0.60
|
|
|
$
|
0.30
|
|
See notes to unaudited consolidated financial statements.
PRUDENTIAL bancorp, inc. and subsidiarIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|
|
Three months ended June 30,
|
|
|
Nine months ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands)
|
|
Net income
|
|
$
|
2,630
|
|
|
$
|
2,436
|
|
|
$
|
6,944
|
|
|
$
|
4,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) on available-for-sale securities
|
|
|
8,577
|
|
|
|
(1,996
|
)
|
|
|
16,522
|
|
|
|
(6,699
|
)
|
Tax effect
|
|
|
(1,801
|
)
|
|
|
275
|
|
|
|
(3,469
|
)
|
|
|
1,407
|
|
Unrealized holding gains (losses) on interest rate swaps
|
|
|
(3,885
|
)
|
|
|
(47
|
)
|
|
|
(7,089
|
)
|
|
|
187
|
|
Tax effect
|
|
|
816
|
|
|
|
16
|
|
|
|
1,489
|
|
|
|
(39
|
)
|
Reclassification adjustment for net gains recorded in net income
|
|
|
(511
|
)
|
|
|
(498
|
)
|
|
|
(628
|
)
|
|
|
(498
|
)
|
Tax effect
|
|
|
107
|
|
|
|
105
|
|
|
|
132
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
3,303
|
|
|
|
(2,145
|
)
|
|
|
6,957
|
|
|
|
(5,537
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$
|
5,933
|
|
|
$
|
291
|
|
|
$
|
13,901
|
|
|
$
|
(910
|
)
|
See notes to unaudited consolidated financial statements.
PRUDENTIAL bancorp, inc. and subsidiarIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Stock
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
BALANCE, April 1, 2019
|
|
$
|
108
|
|
|
$
|
117,976
|
|
|
$
|
(28,968
|
)
|
|
$
|
49,300
|
|
|
$
|
(4,525
|
)
|
|
$
|
133,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,630
|
|
|
|
|
|
|
|
2,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,303
|
|
|
|
3,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.50 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,446
|
)
|
|
|
|
|
|
|
(4,446
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock (53,300 shares)
|
|
|
|
|
|
|
|
|
|
|
(912
|
)
|
|
|
|
|
|
|
|
|
|
|
(912
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock used for employee benefit plans (10,747 shares)
|
|
|
|
|
|
|
(193
|
)
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option expense
|
|
|
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share award expense
|
|
|
|
|
|
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, June 30, 2019
|
|
$
|
108
|
|
|
$
|
118,086
|
|
|
$
|
(29,708
|
)
|
|
$
|
47,484
|
|
|
$
|
(1,222
|
)
|
|
$
|
134,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Stock
|
|
|
Earnings
|
|
|
Loss
|
|
|
Equity
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
BALANCE, April 1, 2018
|
|
$
|
108
|
|
|
$
|
118,549
|
|
|
$
|
(27,177
|
)
|
|
$
|
45,035
|
|
|
$
|
(4,455
|
)
|
|
$
|
132,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,436
|
|
|
|
|
|
|
|
2,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,145
|
)
|
|
|
(2,145
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.05 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(448
|
)
|
|
|
|
|
|
|
(448
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock (61,671 shares)
|
|
|
|
|
|
|
|
|
|
|
(1,118
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,118
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock used for employee benefit plans (72,362 shares)
|
|
|
|
|
|
|
(716
|
)
|
|
|
1,140
|
|
|
|
|
|
|
|
|
|
|
|
424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option expense
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share award expense
|
|
|
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, June 30, 2018
|
|
$
|
108
|
|
|
$
|
118,141
|
|
|
$
|
(27,155
|
)
|
|
$
|
47,023
|
|
|
$
|
(6,600
|
)
|
|
$
|
131,517
|
|
See notes to unaudited consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Stock
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
BALANCE, October 1, 2018
|
|
$
|
108
|
|
|
$
|
118,345
|
|
|
$
|
(27,744
|
)
|
|
$
|
45,854
|
|
|
$
|
(8,154
|
)
|
|
$
|
128,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,944
|
|
|
|
|
|
|
|
6,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,957
|
|
|
|
6,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.60 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,339
|
)
|
|
|
|
|
|
|
(5,339
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock (159,665 shares)
|
|
|
|
|
|
|
|
|
|
|
(3,160
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,160
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock used for employee benefit plans (61,156 shares)
|
|
|
|
|
|
|
(1,146
|
)
|
|
|
1,196
|
|
|
|
|
|
|
|
|
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option expense
|
|
|
|
|
|
|
423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share award expense
|
|
|
|
|
|
|
464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification for adoption of ASU 2016-01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
|
|
|
|
(25
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, June 30, 2019
|
|
$
|
108
|
|
|
$
|
118,086
|
|
|
$
|
(29,708
|
)
|
|
$
|
47,484
|
|
|
$
|
(1,222
|
)
|
|
$
|
134,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Other
|
|
|
Total
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Treasury
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Stockholders'
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Stock
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
|
(Dollars in Thousands, Except Per Share Data)
|
|
BALANCE, October 1, 2017
|
|
$
|
108
|
|
|
$
|
118,751
|
|
|
$
|
(26,707
|
)
|
|
$
|
44,787
|
|
|
$
|
(760
|
)
|
|
$
|
136,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,627
|
|
|
|
|
|
|
|
4,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,537
|
)
|
|
|
(5,537
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid ($0.30 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,694
|
)
|
|
|
|
|
|
|
(2,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock (161,101 shares)
|
|
|
|
|
|
|
|
|
|
|
(2,922
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,922
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock used for employee benefit plans (161,812 shares)
|
|
|
|
|
|
|
(1,407
|
)
|
|
|
2,474
|
|
|
|
|
|
|
|
|
|
|
|
1,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option expense
|
|
|
|
|
|
|
389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted share expense
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification due to change in federal income tax rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
303
|
|
|
|
(303
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, June 30, 2018
|
|
$
|
108
|
|
|
$
|
118,141
|
|
|
$
|
(27,155
|
)
|
|
$
|
47,023
|
|
|
$
|
(6,600
|
)
|
|
$
|
131,517
|
|
See notes to unaudited consolidated financial statements.
PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Nine Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands)
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,944
|
|
|
$
|
4,627
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
469
|
|
|
|
469
|
|
Net (accretion) amortization of premiums/discounts
|
|
|
(1,387
|
)
|
|
|
517
|
|
Provision for loan losses
|
|
|
-
|
|
|
|
685
|
|
Net amortization of deferred loan fees and costs
|
|
|
(111
|
)
|
|
|
(43
|
)
|
Share-based compensation expense for stock options and share awards
|
|
|
887
|
|
|
|
797
|
|
Income from bank owned life insurance
|
|
|
(473
|
)
|
|
|
(480
|
)
|
Gain on retirement of cash flow hedges
|
|
|
-
|
|
|
|
(808
|
)
|
Loss (gain) on sale of other real estate owned
|
|
|
46
|
|
|
|
-
|
|
Gain (loss) on sale of investment and mortgage-backed securities available for sale
|
|
|
(628
|
)
|
|
|
376
|
|
Holding gains on equity securities
|
|
|
(31
|
)
|
|
|
-
|
|
Deferred income tax expense (benefit)
|
|
|
(357
|
)
|
|
|
1,193
|
|
Changes in assets and liabilities which used cash:
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
(68
|
)
|
|
|
(845
|
)
|
Accrued interest payable
|
|
|
172
|
|
|
|
246
|
|
Other, net
|
|
|
(127
|
)
|
|
|
590
|
|
Net cash provided by operating activities
|
|
|
5,336
|
|
|
|
7,324
|
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchase of investment and mortgage-backed securities available for sale
|
|
|
(196,059
|
)
|
|
|
(113,535
|
)
|
Purchase of investment and mortgage-backed securities held to maturity
|
|
|
-
|
|
|
|
(2,458
|
)
|
Loans originated
|
|
|
(79,076
|
)
|
|
|
(93,038
|
)
|
Principal collected on loans
|
|
|
96,015
|
|
|
|
61,569
|
|
Principal payments received on investment and mortgage-backed securities:
|
|
|
|
|
|
|
|
|
Held-to-maturity
|
|
|
2,714
|
|
|
|
975
|
|
Available-for-sale
|
|
|
16,007
|
|
|
|
10,663
|
|
Proceeds from the sale of investments and mortgage-backed securities
|
|
|
67,849
|
|
|
|
11,052
|
|
Proceeds from retirement of cash flow hedges
|
|
|
-
|
|
|
|
856
|
|
Redemption of FHLB Stock
|
|
|
6,401
|
|
|
|
3,228
|
|
Purchase of FHLB stock
|
|
|
(12,172
|
)
|
|
|
(5,135
|
)
|
Purchase of Bank Owned Life Insurance
|
|
|
(2,500
|
)
|
|
|
-
|
|
Proceeds from sale of other real estate owned
|
|
|
644
|
|
|
|
278
|
|
Purchases of equipment
|
|
|
(269
|
)
|
|
|
(214
|
)
|
Net cash used in investing activities
|
|
|
(100,446
|
)
|
|
|
(125,759
|
)
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net increase (decrease) in demand deposits, NOW accounts, and savings accounts
|
|
|
12,144
|
|
|
|
(18,819
|
)
|
Net increase (decrease) in certificates of deposit
|
|
|
(66,856
|
)
|
|
|
98,131
|
|
Proceeds from FHLB advances - short term
|
|
|
26,500
|
|
|
|
15,000
|
|
Proceeds from FHLB advances - long term
|
|
|
139,315
|
|
|
|
70,000
|
|
Repayment of FHLB advances - long term
|
|
|
(19,088
|
)
|
|
|
(34,776
|
)
|
Increase in advances from borrowers for taxes and insurance
|
|
|
1,450
|
|
|
|
1,601
|
|
Cash dividends paid
|
|
|
(5,339
|
)
|
|
|
(2,695
|
)
|
Treasury stock used for employee benefit plans
|
|
|
50
|
|
|
|
1,067
|
|
Purchase of treasury stock
|
|
|
(3,160
|
)
|
|
|
(2,922
|
)
|
Net cash provided by financing activities
|
|
|
85,016
|
|
|
|
126,587
|
|
PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
|
|
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS -continued
|
|
|
Nine Months Ended June 30.
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(10,094
|
)
|
|
|
8,152
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS—Beginning of period
|
|
|
48,171
|
|
|
|
27,903
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS—End of period
|
|
$
|
38,077
|
|
|
$
|
36,055
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest on deposits and advances from Federal
|
|
|
|
|
|
|
|
|
Home Loan Bank
|
|
$
|
13,683
|
|
|
$
|
6,981
|
|
Income taxes paid
|
|
|
1,325
|
|
|
|
1,900
|
|
Loans transferred to other real estate owned
|
|
|
-
|
|
|
|
111
|
|
See the accompany notes to the unaudited consolidated financial
statements.
PRUDENTIAL BANCORP, INC. AND SUBSIDIARIES
|
|
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
1.
|
SIGNIFICANT ACCOUNTING POLICIES
|
Prudential Bancorp, Inc. (the
“Company”) is a Pennsylvania corporation and the parent holding company for Prudential Bank (the “Bank”).
The Company is a registered bank holding company.
The Bank is a community-oriented, Pennsylvania-chartered
savings bank headquartered in South Philadelphia. The banking office network currently consists of the headquarters and main office
(which includes a branch office), administrative office, and nine additional full-service branch offices. Eight of the branch offices
are located in Philadelphia (Philadelphia County), one is in Drexel Hill, Delaware County, and one is in Huntingdon Valley, Montgomery
County (both Pennsylvania counties). The Bank maintains ATMs at all 10 of the banking offices. The Bank also provides on-line and
mobile banking services.
The Bank is subject to regulation
by the Pennsylvania Department of Banking and Securities (the “Department”), as its chartering authority and primary
regulator, and by the Federal Deposit Insurance Corporation (the “FDIC”), which insures the Bank’s deposits up
to applicable limits. As a bank holding company, the Company is subject to the regulation by the Board of Governors of the Federal
Reserve System.
Basis of presentation
–
The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations
of the U. S. Securities and Exchange Commission (“SEC”) for interim information and therefore do not include all the
information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income,
changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial
statements have been included. The results for the three and nine months ended June 30, 2019 are not necessarily indicative of
the results that may be expected for the fiscal year ending September 30, 2019, or any other period. These financial statements
should be read in conjunction with the audited consolidated financial statements of the Company and the accompanying notes thereto
included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018. The significant accounting
policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies
are presented on pages 84 through 88 of the Annual Report on Form 10-K for the year ended September 30, 2018.
Use of Estimates in the
Preparation of Financial Statements
—
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting
period. The most significant estimates and assumptions in the Company’s consolidated financial statements are recorded in
the allowance for loan losses, deferred income taxes, other-than-temporary impairment, and the fair value measurement for financial
instruments. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements
Effective
October 1, 2018, the Company adopted ASU 2014-09,
Revenue from Contracts with Customers – Topic 606,
and
all subsequent ASUs that modified ASC 606. The Company has elected to apply the standard utilizing the modified retrospective approach
with a cumulative effect of adoption for the impact from
uncompleted contracts at the date of adoption. The adoption
of this guidance did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative
effect adjustments were recorded.
Management
determined that the primary sources of revenue emanating from interest and dividend income on loans and securities along with noninterest
revenue resulting from investment security gains, loan servicing, gains on the sale of loans, commitment fees, fees from financial
guarantees, certain credit cards fees, and income on bank-owned life insurance are not within the scope of ASC 606. As a result,
no changes were made during the period related to these sources of revenue, which cumulatively comprise 98 percent of the
total revenue of the Company. Services within the scope of ASC 606 include income from service charges on deposit accounts, other
service income, ATM fees and gain on sale of Other Real Estate Owned, net. For these accounts, fees are related to specific customer
transactions and are attributable to specific performance obligations of the Bank where the revenue is recognized at a defined
point in time: completion of the requested service/transaction.
Effective October 1, 2018,
the Company adopted ASU 2016-01,
Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities
. This Update applies to all entities that hold financial assets or owe financial liabilities
and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments.
Among other things, this Update (a) requires equity investments (except those accounted for under the equity method of accounting
or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net
income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a
qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments
measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business
entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed
for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit
price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires separate presentation
of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans
and receivables) on the balance sheet or the accompanying notes to the financial statements; and (g) clarifies that an entity should
evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with
the entity’s other deferred tax assets. The adoption of this Update did not have a significant impact on the Company’s
financial statements.
Recent Accounting Pronouncements Not
Yet Adopted
In February 2016, the FASB
issued ASU 2016-02,
Leases (Topic 842)
. The standard requires lessees to recognize the assets and liabilities that arise
from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease
payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.
A short-term lease is defined as one in which (a) the lease term is 12 months or less and (b) there is not an option to purchase
the underlying asset that the lessee is reasonably certain to exercise. For short-term leases, lessees may elect to recognize lease
payments over the lease term on a straight-line basis. For public business entities, the amendments in this Update are effective
for fiscal years beginning after December 15, 2018 and interim periods within those years. For all other entities, the amendments
in this Update are effective for fiscal years beginning after December 15, 2019, and for interim periods within fiscal years beginning
after December 15, 2020. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective
approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently
assessing the practical expedients it may elect at adoption, but does not anticipate the amendments will have a significant impact
on the financial statements. Based on the Company’s preliminary analysis of its current portfolio, the impact to the Company’s
balance sheet is estimated to result in less than a one percent increase in assets and liabilities. The Company also anticipates
additional disclosures to be provided at adoption
.
In June 2016, the FASB issued
ASU 2016-13,
Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments
, which changes
the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording
of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying
premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be
collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses
should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial
asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well
as the expected increases or decreases of expected credit losses that have taken place during the period. ASU 2016-13 is effective
for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for annual and interim periods
beginning after December 15, 2018. With certain exceptions, transition to the new requirements will be through a cumulative effect
adjustment to opening retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We
expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting
period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall
impact of the new guidance on the consolidated financial statements.
In March 2017, the FASB issued
ASU 2017-08,
Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20).
The amendments in this Update shorten
the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium
to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount;
the discount continues to be amortized to maturity. For public business entities, the amendments in this Update are effective for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including
adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected
as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update
on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the
period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting
principle. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial
position and results of operations.
In June 2018, the FASB issued
ASU 2018-07,
Compensation – Stock Compensation (Topic 718)
, which simplified the accounting for nonemployee share-based
payment transactions. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for
acquiring goods and services from nonemployees. The amendments in this Update improve the following areas of nonemployee share-based
payment accounting: (a) the overall measurement objective, (b) the measurement date, (c) awards with performance conditions, (d)
classification reassessment of certain equity-classified awards, (e) calculated value (nonpublic entities only), and (f) intrinsic
value (nonpublic entities only). The amendments in this Update are effective for public business entities for fiscal years beginning
after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective
for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.
The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position
or results of operations.
In August 2018, the FASB issued
ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework – Changes the Disclosure Requirements for Fair Value
Measurements
. The Update removes the requirement to disclose the amount of and reasons for transfers between Level I and Level
II of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level III fair
value measurements. The Update requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive
income (loss) for recurring Level III fair value measurements held at the end of the reporting period and the range and weighted
average of significant unobservable inputs used to develop Level III fair value measurements. This Update is effective for all
entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently
evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
In October 2018, the FASB issued
ASU 2018-16
, Derivatives and Hedging (Topic 815)
. The amendments in this Update permit use of the Overnight Index Swap (OIS)
rate based on the Secured Overnight Financing Rate (SOFR) as a U.S. benchmark interest rate for hedge accounting purposes under
Topic 815, in addition to the interest rates on direct Treasury obligations of the U.S. government, the London Interbank Offered
Rate (LIBOR) swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association
(SIFMA) Municipal Swap Rate. For entities that have not already adopted Update 2017-12, the amendments in this Update are required
to be adopted concurrently with the amendments in Update 2017-12. For public business entities that already have adopted the amendments
in Update 2017-12, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within
those fiscal years. For all other entities that already have adopted the amendments in Update 2017-12, the amendments are effective
for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted
in any interim period upon issuance of this Update if an entity already has adopted Update 2017-12. The Company is currently evaluating
the impact the adoption of the standard will have on the Company’s financial position or results of operations.
In March 2019, the FASB issued
ASU 2019-01,
Leases (Topic 842): Codification Improvements,
which addressed issues lessors sometimes encounter. Specifically
addressed in this Update were issues related to 1) determining the fair value of the underlying asset by the lessor that are not
manufacturers or dealers (generally financial institutions and captive finance companies), and 2) lessors that are depository and
lending institutions should classify principal and payments received under sales-type and direct financing leases within investing
activities in the cash flow statement. The ASU also exempts both lessees and lessors from having to provide the interim disclosures
required by ASC 250-10-50-3 in the fiscal year in which a company adopts the new leases standard. The amendments addressing the
two lessor accounting issues are effective for public business entities for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. For all other entities, the effective date is for fiscal years beginning after December
15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This Update is not expected to have a significant
impact on the Company’s financial statements.
In April 2019, the FASB issued
ASU 2019-04,
Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and
Hedging, and Topic 825, Financial Instruments, w
hich affects a variety of topics in the Codification and applies to all reporting
entities within the scope of the affected accounting guidance. The Company is currently evaluating the impact the adoption of the
standard will have on the Company’s financial position or results of operations.
In May 2019, the FASB issued
ASU 2019-05,
Financial Instruments – Credit Losses, Topic 326
, which allows entities to irrevocably elect the fair
value option for certain financial assets previously measured at amortized cost upon adoption of the new credit losses standard.
To be eligible for the transition election, the existing financial asset must otherwise be both within the scope of the new credit
losses standard and eligible for the applying the fair value option in ASC 825-10.3. The election must be applied on an instrument-by-instrument
basis and is not available for either available-for-sale or held-to-maturity debt securities. For entities that elect the fair
value option, the difference between the carrying amount and the fair value of the financial asset would be recognized through
a cumulative-effect adjustment to opening retained earnings as of the date an entity adopted ASU 2016-13. Changes in fair value
of that financial asset would subsequently be reported in current earnings. For entities that have not yet adopted ASU 2016-13,
the effective dates and transition requirements are the same as those in ASU 2016-13. For entities that have adopted ASU 2016-13,
ASU 2019-05 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.
Early adoption is permitted once ASU 2016-13 has been adopted. This Update is not expected to have a significant impact on the
Company’s financial statements.
In July 2019, the FASB issued
ASU 2019-07,
Codification Updates to SEC Sections, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532,
Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous
Updates.
This ASU amends various SEC paragraphs pursuant to the issuance of SEC Final Rule Releases No. 33-10532,
Disclosure
Update and Simplification
, and Nos. 33-10231 and 33-10442,
Investment Company Reporting Modernization
. Other miscellaneous
updates to agree to the electronic Code of Federal Regulations also have been incorporated.
Basic earnings per common share
is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock issued,
net of any treasury shares and unearned restricted share awards, during the period. Diluted earnings per share is calculated by
dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding, net
of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents, based upon the treasury
stock method using an average market price for the period.
The calculated basic and diluted earnings per share
are as follows:
|
|
Three Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
(Dollars in Thousands, Except Share and Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,630
|
|
|
$
|
2,630
|
|
|
$
|
2,436
|
|
|
$
|
2,436
|
|
Weighted average shares outstanding
|
|
|
8,775,210
|
|
|
|
8,775,210
|
|
|
|
8,848,393
|
|
|
|
8,848,393
|
|
Effect of common stock equivalents
|
|
|
-
|
|
|
|
162,094
|
|
|
|
-
|
|
|
|
378,912
|
|
Adjusted weighted average shares used in earnings per share computation
|
|
|
8,775,210
|
|
|
|
8,937,304
|
|
|
|
8,848,393
|
|
|
|
9,227,305
|
|
Earnings per share - basic and diluted
|
|
$
|
0.30
|
|
|
$
|
0.29
|
|
|
$
|
0.28
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
(Dollars in Thousands, Except Share and Per Share Data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
6,944
|
|
|
$
|
6,944
|
|
|
$
|
4,627
|
|
|
$
|
4,627
|
|
Weighted average shares outstanding
|
|
|
8,785,618
|
|
|
|
8,785,618
|
|
|
|
8,851,784
|
|
|
|
8,851,784
|
|
Effect of common stock equivalents
|
|
|
-
|
|
|
|
156,932
|
|
|
|
-
|
|
|
|
342,432
|
|
Adjusted weighted average shares used in earnings per share computation
|
|
|
8,785,618
|
|
|
|
8,942,550
|
|
|
|
8,851,784
|
|
|
|
9,194,216
|
|
Earnings per share - basic and diluted
|
|
$
|
0.79
|
|
|
$
|
0.78
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
As of June 30, 2019 and 2018,
there were 550,832 and 774,404 shares of common stock, respectively, subject to options with an exercise price less than the then
current market price per share for the Company’s common stock and which were included in the computation of diluted earnings
per share. At June 30, 2019 and 2018, there were 202,500 and 202,500 shares, respectively, that had exercise prices greater than
the then current market value and were considered anti-dilutive at such dates.
3.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
The following table presents the changes in accumulated other
comprehensive (loss) income by component, net of tax, for the periods presented:
|
|
Three Months Ended June
30,
|
|
|
Three Months Ended June
30,
|
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss)
on AFS securities (a)
|
|
|
Unrealized gain (loss) on
interest rate swaps (a)
|
|
|
Total accumulated
other comprehensive
(loss) income
|
|
|
Unrealized gain (loss) on
AFS securities (a)
|
|
|
Unrealized gain (loss) on
interest rate swaps (a)
|
|
|
Total accumulated
other comprehensive
(loss) income
|
|
Beginning balance, April 1
|
|
$
|
(2,160
|
)
|
|
$
|
(2,365
|
)
|
|
$
|
(4,525
|
)
|
|
$
|
(4,965
|
)
|
|
$
|
510
|
|
|
$
|
(4,455
|
)
|
Other comprehensive (loss) income before reclassifications
|
|
|
6,777
|
|
|
|
(3,070
|
)
|
|
|
3,707
|
|
|
|
(1,476
|
)
|
|
|
(669
|
)
|
|
|
(2,145
|
)
|
Total
|
|
|
4,617
|
|
|
|
(5,435
|
)
|
|
|
(818
|
)
|
|
|
(6,441
|
)
|
|
|
(159
|
)
|
|
|
(6,600
|
)
|
Reclassification for net gains recorded in
net income
|
|
|
(404
|
)
|
|
|
-
|
|
|
|
(404
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Ending Balance, June 30
|
|
$
|
4,213
|
|
|
$
|
(5,435
|
)
|
|
$
|
(1,222
|
)
|
|
$
|
(6,441
|
)
|
|
$
|
(159
|
)
|
|
$
|
(6,600
|
)
|
(a) All amounts are net of tax. Amounts in parentheses indicate
debits.
The following table presents the changes in accumulated other
comprehensive (loss) income by component, net of tax, for the periods presented:
|
|
Nine Months Ended June
30,
|
|
|
Nine Months Ended June
30,
|
|
|
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
2018
|
|
|
2018
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss)
on AFS securities (a)
|
|
|
Unrealized gain (loss) on
interest rate swaps (a)
|
|
|
Total accumulated
other comprehensive
(loss) income
|
|
|
Unrealized gain (loss) on
AFS securities (a)
|
|
|
Unrealized gain (loss) on
interest rate swaps (a)
|
|
|
Total accumulated
other comprehensive
(loss) income
|
|
Beginning balance, October 1
|
|
$
|
(8,320
|
)
|
|
$
|
166
|
|
|
$
|
(8,154
|
)
|
|
$
|
(1,091
|
)
|
|
$
|
331
|
|
|
$
|
(760
|
)
|
Other comprehensive (loss) income before reclassification
|
|
|
13,054
|
|
|
|
(5,601
|
)
|
|
|
7,453
|
|
|
|
(5,047
|
)
|
|
|
(490
|
)
|
|
|
(5,537
|
)
|
Total
|
|
|
4,734
|
|
|
|
(5,435
|
)
|
|
|
(701
|
)
|
|
|
(6,138
|
)
|
|
|
(159
|
)
|
|
|
(6,297
|
)
|
Reclassification from adoption of ASU 2016-01
|
|
|
(25
|
)
|
|
|
-
|
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification for net gains recorded in
net income
|
|
|
(496
|
)
|
|
|
-
|
|
|
|
(496
|
)
|
|
|
(303
|
)
|
|
|
-
|
|
|
|
(303
|
)
|
Ending Balance, June 30
|
|
$
|
4,213
|
|
|
$
|
(5,435
|
)
|
|
$
|
(1,222
|
)
|
|
$
|
(6,441
|
)
|
|
$
|
(159
|
)
|
|
$
|
(6,600
|
)
|
(a) All amounts are net of tax. Amounts in parentheses indicate
debits.
4.
|
INVESTMENT AND MORTGAGE-BACKED SECURITIES
|
The amortized cost and fair value of investment
and mortgage-backed securities, with gross unrealized gains and losses, are as follows:
|
|
June 30, 2019
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
25,112
|
|
|
$
|
-
|
|
|
$
|
(134
|
)
|
|
$
|
24,978
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
308,758
|
|
|
|
5,883
|
|
|
|
(1,211
|
)
|
|
|
313,430
|
|
State and political subdivisions
|
|
|
34,729
|
|
|
|
15
|
|
|
|
(638
|
)
|
|
|
34,106
|
|
Corporate bonds
|
|
|
64,253
|
|
|
|
1,501
|
|
|
|
(89
|
)
|
|
|
65,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale
|
|
$
|
432,852
|
|
|
$
|
7,399
|
|
|
$
|
(2,072
|
)
|
|
$
|
438,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
31,500
|
|
|
$
|
150
|
|
|
$
|
(578
|
)
|
|
$
|
31,072
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
5,086
|
|
|
|
204
|
|
|
|
(10
|
)
|
|
|
5,280
|
|
State and political subdivisions
|
|
|
20,499
|
|
|
|
574
|
|
|
|
(54
|
)
|
|
|
21,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities held to maturity
|
|
$
|
57,085
|
|
|
$
|
928
|
|
|
$
|
(642
|
)
|
|
$
|
57,371
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
|
Amortized
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC preferred stock
|
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
-
|
|
|
$
|
69
|
|
Total equity securities
|
|
$
|
31
|
|
|
$
|
38
|
|
|
$
|
|
|
|
$
|
69
|
|
The Company recognized a net gain on equity
securities of $38,000 for the nine months ended June 30, 2019 and a loss of $3,000 for the three months ended June 30, 2019. No
net gains or losses on sold equity securities were realized during the nine or three months ended June 30, 2018.
|
|
September 30, 2018
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
25,562
|
|
|
$
|
-
|
|
|
$
|
(1,391
|
)
|
|
$
|
24,171
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
193,451
|
|
|
|
77
|
|
|
|
(6,168
|
)
|
|
|
187,360
|
|
State and political subdivisions
|
|
|
22,078
|
|
|
|
-
|
|
|
|
(542
|
)
|
|
|
21,536
|
|
Corporate bonds
|
|
|
75,622
|
|
|
|
-
|
|
|
|
(2,539
|
)
|
|
|
73,083
|
|
Total debt securities available for sale
|
|
|
316,713
|
|
|
|
77
|
|
|
|
(10,640
|
)
|
|
|
306,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC preferred stock
|
|
|
6
|
|
|
|
31
|
|
|
|
-
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale
|
|
$
|
316,719
|
|
|
$
|
108
|
|
|
$
|
(10,640
|
)
|
|
$
|
306,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
33,500
|
|
|
$
|
85
|
|
|
$
|
(3,311
|
)
|
|
$
|
30,274
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
5,778
|
|
|
|
148
|
|
|
|
(153
|
)
|
|
|
5,773
|
|
State and political subdivisions
|
|
|
20,574
|
|
|
|
2
|
|
|
|
(696
|
)
|
|
|
19,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities held to maturity
|
|
$
|
59,852
|
|
|
$
|
235
|
|
|
$
|
(4,160
|
)
|
|
$
|
55,927
|
|
As of June 30, 2019, the Bank
maintained $244.1 million of securities in a safekeeping account at the FHLB of Pittsburgh available to be used for collateral
and convenience. The Bank is only required to hold $54.7 million as specific collateral for its borrowings; therefore the $189.4
million excess securities are not restricted and could be sold or transferred if needed.
The following table shows the gross unrealized losses
and related fair values of the Company’s investment and mortgage-backed securities, aggregated by investment category and
length of time that individual securities had been in a continuous loss position as of June 30, 2019:
|
|
Less than 12 months
|
|
|
More than 12 months
|
|
|
Total
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(134
|
)
|
|
$
|
20,977
|
|
|
$
|
(134
|
)
|
|
$
|
20,977
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
(15
|
)
|
|
|
15,898
|
|
|
|
(1,196
|
)
|
|
|
84,561
|
|
|
|
(1,211
|
)
|
|
|
100,459
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
(638
|
)
|
|
|
23,332
|
|
|
|
(638
|
)
|
|
|
23,332
|
|
Corporate bonds
|
|
|
(17
|
)
|
|
|
1,986
|
|
|
|
(72
|
)
|
|
|
6,958
|
|
|
|
(89
|
)
|
|
|
8,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale
|
|
$
|
(32
|
)
|
|
$
|
17,884
|
|
|
$
|
(2,040
|
)
|
|
$
|
135,828
|
|
|
$
|
(2,072
|
)
|
|
$
|
153,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(578
|
)
|
|
$
|
29,921
|
|
|
$
|
(578
|
)
|
|
$
|
29,921
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
-
|
|
|
|
-
|
|
|
|
(10
|
)
|
|
|
838
|
|
|
|
(10
|
)
|
|
|
838
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
-
|
|
|
|
(54
|
)
|
|
|
3,769
|
|
|
|
(54
|
)
|
|
|
3,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities held to maturity
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(642
|
)
|
|
$
|
34,528
|
|
|
$
|
(642
|
)
|
|
$
|
34,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(32
|
)
|
|
$
|
17,884
|
|
|
$
|
(2,682
|
)
|
|
$
|
170,356
|
|
|
$
|
(2,714
|
)
|
|
$
|
188,240
|
|
The following table shows the gross unrealized losses
and related fair values of the Company’s investment securities, aggregated by investment category and length of time that
individual securities had been in a continuous loss position as of September 30, 2018:
|
|
Less than 12 months
|
|
|
More than 12 months
|
|
|
Total
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
(89
|
)
|
|
$
|
4,479
|
|
|
$
|
(1,302
|
)
|
|
$
|
19,692
|
|
|
$
|
(1,391
|
)
|
|
$
|
24,171
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
(1,821
|
)
|
|
|
92,851
|
|
|
|
(4,347
|
)
|
|
|
86,268
|
|
|
|
(6,168
|
)
|
|
|
179,119
|
|
State and political subdivisions
|
|
|
(542
|
)
|
|
|
21,536
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(542
|
)
|
|
|
21,536
|
|
Corporate bonds
|
|
|
(1,719
|
)
|
|
|
58,753
|
|
|
|
(820
|
)
|
|
|
14,330
|
|
|
|
(2,539
|
)
|
|
|
73,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale
|
|
$
|
(4,171
|
)
|
|
$
|
177,619
|
|
|
$
|
(6,469
|
)
|
|
$
|
120,290
|
|
|
$
|
(10,640
|
)
|
|
$
|
297,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government and agency obligations
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(3,311
|
)
|
|
$
|
27,190
|
|
|
$
|
(3,311
|
)
|
|
$
|
27,190
|
|
Mortgage-backed securities - U.S. government agencies
|
|
|
(106
|
)
|
|
|
2,630
|
|
|
|
(47
|
)
|
|
|
930
|
|
|
|
(153
|
)
|
|
|
3,560
|
|
State and political subdivisions
|
|
|
(234
|
)
|
|
|
11,238
|
|
|
|
(462
|
)
|
|
|
6,618
|
|
|
|
(696
|
)
|
|
|
17,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities held to maturity
|
|
$
|
(340
|
)
|
|
$
|
13,868
|
|
|
$
|
(3,820
|
)
|
|
$
|
34,738
|
|
|
$
|
(4,160
|
)
|
|
$
|
48,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
(4,511
|
)
|
|
$
|
191,487
|
|
|
$
|
(10,289
|
)
|
|
$
|
155,028
|
|
|
$
|
(14,800
|
)
|
|
$
|
346,515
|
|
Management evaluates securities
for other-than-temporary impairment (“OTTI”) at least once each quarter, and more frequently when economic or market
concerns warrant such evaluation. The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors,
the underlying collateral, if applicable, and the continuing performance of the securities. Management also evaluates other
facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of
the type of security, the length of time and extent to which the fair value of the security has been less than cost, and the near-term
prospects of the issuer.
The Company assesses whether
a credit loss exists with respect to a security by considering whether (1) the Company has the intent to sell the security, (2)
it is more likely than not that it will be required to sell the security before recovery has occurred, or (3) it does not expect
to recover the entire amortized cost basis of the security. The Company bifurcates the OTTI impact on impaired securities where
impairment in value is deemed to be other than temporary between the component representing credit loss and the component representing
loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge
to earnings. The credit component is determined by comparing the present value of the cash flows expected to be collected, discounted
at the rate in effect before recognizing any OTTI, with the amortized cost basis of the debt security. The Company uses the
cash flows expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults,
estimates of potential recoveries, the cash flow distribution from the security and other factors, then applies a discount rate
equal to the effective yield of the security. The difference between the present value of the expected cash flows and the
amortized book value is considered a credit loss. The fair value of the security is determined using the same expected cash
flows; the discount rate is a rate the Company determines from open market and other sources as appropriate for the particular
security. The difference between the fair value and the security’s remaining amortized cost is recognized in other
comprehensive income (loss).
For both the three and nine months ended June 30,
2019 and 2018, the Company did not record any credit losses on investment securities through earnings.
U.S. Government and Agency
Obligations -
At June 30, 2019, there were no securities in a gross unrealized loss position for less than 12 months while
there were 14 securities in a gross unrealized loss position for more than 12 months at such date. These securities represent asset-backed
issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States
through a government agency and are currently rated AAA by at least one bond credit rating agency. As a result, the Company does
not consider any of these investments to be other-than-temporarily impaired at June 30, 2019.
Mortgage-Backed Securities
–
At June 30, 2019, there were two mortgage-backed securities in a gross unrealized loss position for less than 12 months,
while there were 49 securities in a gross unrealized loss position for more than 12 months at such date. These securities represent
asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the
United States through a government agency and are currently rated AAA by at least one bond credit rating agency. As a result, the
Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019.
Corporate Bonds
–
At June 30, 2019, there was one security in a gross unrealized loss position for less than 12 months, while there were six securities
in a gross unrealized loss position for more than 12 months at such date. These securities are issued by publicly traded companies
with an investment grade rating by at least one bond credit rating agency. As a result, the Company does not consider these investments
to be other-than-temporarily impaired at June 30, 2019.
State and political subdivisions
– At June 30, 2019, there were no securities in a gross unrealized loss for less than 12 months, while there were nine
securities in a gross unrealized loss position for more than 12 months at such date. These securities are issued by local municipalities/school
districts located in the Commonwealth of Pennsylvania with an investment grade rating by at least one bond credit rating agency.
As a result, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2019.
The amortized cost and fair
value of debt securities, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The maturity table below excludes
mortgage-backed securities because the contractual maturities of such securities are not indicative of actual maturities due to
significant prepayments.
|
|
June 30, 2019
|
|
|
|
Held to Maturity
|
|
|
Available for Sale
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
(Dollars in Thousands)
|
|
Due after one through five years
|
|
$
|
1,705
|
|
|
$
|
1,720
|
|
|
$
|
13,407
|
|
|
$
|
13,568
|
|
Due after five through ten years
|
|
|
24,751
|
|
|
|
25,206
|
|
|
|
50,847
|
|
|
|
52,097
|
|
Due after ten years
|
|
|
25,543
|
|
|
|
25,165
|
|
|
|
59,840
|
|
|
|
59,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
51,999
|
|
|
$
|
52,091
|
|
|
$
|
124,094
|
|
|
$
|
124,749
|
|
During the three and nine month periods ended June
30, 2019, the Company sold securities with an aggregate amortized cost of $49.1 million and $61.9 million, respectively, for a
recognized aggregate gain of $511,000 and $628,000 respectively (pre-tax). During the both three and nine month periods ended June
30, 2018, the Company sold securities with an aggregate amortized cost of $11.7 million and none, respectively, for a recognized
aggregate loss of $376,000 (pre-tax). The sales were of securities which bore yields below market rates in order to better position
the securities portfolio in a rising rate environment.
Loans receivable consist of the following:
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
277,344
|
|
|
$
|
324,865
|
|
Multi-family residential
|
|
|
31,068
|
|
|
|
34,355
|
|
Commercial real estate
|
|
|
132,007
|
|
|
|
119,511
|
|
Construction and land development
|
|
|
240,755
|
|
|
|
160,228
|
|
Loans to financial institutions
|
|
|
6,000
|
|
|
|
6,000
|
|
Commercial business
|
|
|
19,748
|
|
|
|
17,792
|
|
Leases
|
|
|
886
|
|
|
|
1,687
|
|
Consumer
|
|
|
863
|
|
|
|
953
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
708,671
|
|
|
|
665,391
|
|
|
|
|
|
|
|
|
|
|
Undisbursed portion of loans-in-process
|
|
|
(113,943
|
)
|
|
|
(54,474
|
)
|
Deferred loan fees (net)
|
|
|
(2,891
|
)
|
|
|
(2,818
|
)
|
Allowance for loan losses
|
|
|
(5,330
|
)
|
|
|
(5,167
|
)
|
|
|
|
|
|
|
|
|
|
Net loans
|
|
$
|
586,507
|
|
|
$
|
602,932
|
|
The following table summarizes by loan segment the
balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at
June 30, 2019:
|
|
One-
to-four
family residential
|
|
|
Multi-family
residential
|
|
|
Commercial real
estate
|
|
|
Construction and
land development
|
|
|
Loans to financial
institutions
|
|
|
Commercial
Business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
evaluated for impairment
|
|
|
1,030
|
|
|
|
320
|
|
|
|
1,286
|
|
|
|
1,907
|
|
|
|
63
|
|
|
|
207
|
|
|
|
9
|
|
|
|
6
|
|
|
|
502
|
|
|
|
5,330
|
|
Total ending allowance balance
|
|
$
|
1,030
|
|
|
$
|
320
|
|
|
$
|
1,286
|
|
|
$
|
1,907
|
|
|
$
|
63
|
|
|
$
|
207
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
502
|
|
|
$
|
5,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
4,436
|
|
|
$
|
-
|
|
|
$
|
2,188
|
|
|
$
|
8,750
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
15,374
|
|
Collectively evaluated for
impairment
|
|
|
272,908
|
|
|
|
31,068
|
|
|
|
129,819
|
|
|
|
232,005
|
|
|
|
6,000
|
|
|
|
19,748
|
|
|
|
886
|
|
|
|
863
|
|
|
|
|
|
|
|
693,297
|
|
Total loans
|
|
$
|
277,344
|
|
|
$
|
31,068
|
|
|
$
|
132,007
|
|
|
$
|
240,755
|
|
|
$
|
6,000
|
|
|
$
|
19,748
|
|
|
$
|
886
|
|
|
$
|
863
|
|
|
|
|
|
|
$
|
708,671
|
|
The following table summarizes by loan segment the
balance in the allowance for loan losses and the loans individually and collectively evaluated for impairment by loan segment at
September 30, 2018:
|
|
One-
to-four
family residential
|
|
|
Multi-family
residential
|
|
|
Commercial real
estate
|
|
|
Construction and
land development
|
|
|
Loans to financial
institutions
|
|
|
Commercial
business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
evaluated for impairment
|
|
|
1,343
|
|
|
|
347
|
|
|
|
1,154
|
|
|
|
1,554
|
|
|
|
64
|
|
|
|
187
|
|
|
|
18
|
|
|
|
18
|
|
|
|
482
|
|
|
|
5,167
|
|
Total ending allowance balance
|
|
$
|
1,343
|
|
|
$
|
347
|
|
|
$
|
1,154
|
|
|
$
|
1,554
|
|
|
$
|
64
|
|
|
$
|
187
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
482
|
|
|
$
|
5,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
5,081
|
|
|
$
|
298
|
|
|
$
|
1,919
|
|
|
$
|
8,750
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
16,048
|
|
Collectively evaluated for
impairment
|
|
|
319,784
|
|
|
|
34,057
|
|
|
|
117,592
|
|
|
|
151,478
|
|
|
|
6,000
|
|
|
|
17,792
|
|
|
|
1,687
|
|
|
|
953
|
|
|
|
|
|
|
|
649,343
|
|
Total loans
|
|
$
|
324,865
|
|
|
$
|
34,355
|
|
|
$
|
119,511
|
|
|
$
|
160,228
|
|
|
$
|
6,000
|
|
|
$
|
17,792
|
|
|
$
|
1,687
|
|
|
$
|
953
|
|
|
|
|
|
|
$
|
665,391
|
|
The loan portfolio is segmented
at a level that allows management to monitor both risk and performance. Management evaluates for potential impairment all construction
loans, multi-family loans, commercial real estate loans, commercial business loans, loans to financial institutions, leases and
all loans and leases more than 90 days delinquent as to principal and/or interest. Loans are considered to be impaired when, based
on current information and events, it is probable that the Company will be unable to collect in full the scheduled payments of
principal and/or interest when due according to the contractual terms of the loan agreement.
Once the determination is made
that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is generally measured
by comparing the recorded investment in the loan to the fair value of the loan using one of the following three methods: (a) the
present value of the expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable
market price; or (c) the fair value of the collateral less selling costs. Management primarily utilizes the fair value of collateral
method as a practically expedient alternative. On collateral method evaluations, any portion of the loan deemed uncollectible is
charged-off against the loan loss allowance.
The following table presents impaired loans by class
as of June 30, 2019, segregated by those for which a specific allowance was required and those for which a specific allowance was
not required.
|
|
|
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
One-to-four family residential
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,436
|
|
|
$
|
4,436
|
|
|
$
|
4,788
|
|
Commercial real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
2,188
|
|
|
|
2,188
|
|
|
|
2,349
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
8,750
|
|
|
|
11,131
|
|
Total impaired loans
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
15,374
|
|
|
$
|
15,374
|
|
|
$
|
18,268
|
|
The following table presents impaired loans by class
as of September 30, 2018, segregated by those for which a specific allowance was required and those for which a specific allowance
was not required.
|
|
|
|
|
|
|
|
Impaired
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans with
|
|
|
|
|
|
|
|
|
|
Impaired Loans with
|
|
|
No Specific
|
|
|
|
|
|
|
|
|
|
Specific Allowance
|
|
|
Allowance
|
|
|
Total Impaired Loans
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
Recorded
|
|
|
Related
|
|
|
Recorded
|
|
|
Recorded
|
|
|
Principal
|
|
|
|
Investment
|
|
|
Allowance
|
|
|
Investment
|
|
|
Investment
|
|
|
Balance
|
|
One-to-four family residential
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
5,081
|
|
|
$
|
5,081
|
|
|
$
|
5,432
|
|
Multi-family
|
|
|
-
|
|
|
|
-
|
|
|
|
298
|
|
|
|
298
|
|
|
|
298
|
|
Commercial real estate
|
|
|
-
|
|
|
|
-
|
|
|
|
1,919
|
|
|
|
1,919
|
|
|
|
2,057
|
|
Construction and land development
|
|
|
-
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
8,750
|
|
|
|
11,131
|
|
Total impaired loans
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
16,048
|
|
|
$
|
16,048
|
|
|
$
|
18,918
|
|
The following tables present the average recorded
investment in impaired loans and related interest income recognized for the periods indicated:
|
|
Three Months Ended June 30, 2019
|
|
|
|
Average
Recorded
Investment
|
|
|
Income Recognized
on Accrual Basis
|
|
|
Income
Recognized on
Cash Basis
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
4,633
|
|
|
$
|
18
|
|
|
$
|
6
|
|
Multi-family residential
|
|
|
144
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
2,192
|
|
|
|
10
|
|
|
|
1
|
|
Construction and land development
|
|
|
8,750
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
15,724
|
|
|
$
|
28
|
|
|
$
|
7
|
|
|
|
Three Months Ended June 30, 2018
|
|
|
|
Average
Recorded
Investment
|
|
|
Income Recognized
on Accrual Basis
|
|
|
Income
Recognized on
Cash Basis
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
6,159
|
|
|
$
|
-
|
|
|
$
|
17
|
|
Multi-family residential
|
|
|
305
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
2,624
|
|
|
|
-
|
|
|
|
2
|
|
Construction and land development
|
|
|
8,745
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
17,833
|
|
|
$
|
-
|
|
|
$
|
19
|
|
|
|
Nine Months Ended June 30, 2019
|
|
|
|
Average
Recorded
Investment
|
|
|
Income Recognized
on Accrual Basis
|
|
|
Income
Recognized on
Cash Basis
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
4,849
|
|
|
$
|
62
|
|
|
$
|
16
|
|
Multi-family residential
|
|
|
195
|
|
|
|
10
|
|
|
|
-
|
|
Commercial real estate
|
|
|
2,151
|
|
|
|
30
|
|
|
|
3
|
|
Construction and land development
|
|
|
8,751
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
15,951
|
|
|
$
|
102
|
|
|
$
|
19
|
|
|
|
Nine Months Ended June 30, 2018
|
|
|
|
Average
Recorded
Investment
|
|
|
Income Recognized
on Accrual Basis
|
|
|
Income
Recognized on
Cash Basis
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
6,636
|
|
|
$
|
77
|
|
|
$
|
21
|
|
Multi-family residential
|
|
|
307
|
|
|
|
11
|
|
|
|
-
|
|
Commercial real estate
|
|
|
3,004
|
|
|
|
58
|
|
|
|
2
|
|
Construction and land development
|
|
|
8,741
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total impaired loans
|
|
$
|
18,688
|
|
|
$
|
146
|
|
|
$
|
23
|
|
Federal regulations and our loan policy
require that the Company utilize an internal asset classification system as a means of reporting problem and potential problem
assets. The Company has incorporated an internal asset classification system, consistent with Federal banking regulations, as a
part of its credit monitoring system. Management currently classifies problem and potential problem assets as “special mention”,
“substandard,” “doubtful” or “loss” assets. An asset is considered “substandard”
if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.
“Substandard” assets include those characterized by the “distinct possibility” that the insured institution
will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all
of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present
make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly
questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and
of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets
which do not currently expose the insured institution to sufficient risk to warrant classification in one of the three aforementioned
categories but possess weaknesses are required to be designated “special mention.”
The following tables present the classes
of the loan portfolio in which a formal risk weighting system is utilized summarized by the aggregate “Pass” and the
criticized category of “special mention”, and the classified categories of “substandard”, “doubtful”
and “loss” within the Company’s risk rating system as applied to the loan portfolio. The Company had no loans
classified as “doubtful” or “loss” at either of the dates presented.
|
|
June 30, 2019
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
Total
|
|
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Loans
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
270,187
|
|
|
$
|
2,721
|
|
|
$
|
4,436
|
|
|
$
|
277,344
|
|
Multi-family residential
|
|
|
30,744
|
|
|
|
324
|
|
|
|
-
|
|
|
|
31,068
|
|
Commercial real estate
|
|
|
125,780
|
|
|
|
4,039
|
|
|
|
2,188
|
|
|
|
132,007
|
|
Construction and land development
|
|
|
232,005
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
240,755
|
|
Loans to financial institutions
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Commercial business
|
|
|
19,748
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,748
|
|
Total loans
|
|
$
|
684,464
|
|
|
$
|
7,084
|
|
|
$
|
15,374
|
|
|
$
|
706,922
|
|
|
|
September 30, 2018
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
Total
|
|
|
|
Pass
|
|
|
Mention
|
|
|
Substandard
|
|
|
Loans
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
317,033
|
|
|
$
|
2,751
|
|
|
$
|
5,081
|
|
|
$
|
324,865
|
|
Multi-family residential
|
|
|
34,057
|
|
|
|
-
|
|
|
|
298
|
|
|
|
34,355
|
|
Commercial real estate
|
|
|
115,670
|
|
|
|
1,922
|
|
|
|
1,919
|
|
|
|
119,511
|
|
Construction and land development
|
|
|
151,478
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
160,228
|
|
Loans to financial institutions
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Commercial business
|
|
|
17,792
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,792
|
|
Total loans
|
|
$
|
642,030
|
|
|
$
|
4,673
|
|
|
$
|
16,048
|
|
|
$
|
662,751
|
|
The Company evaluates the classification
of one-to-four family residential, leases and consumer loans primarily on a pooled basis. If the Company becomes aware that adverse
or distressed conditions exist that may affect a loan, the loan is downgraded following the above definitions of special mention,
substandard, doubtful and loss.
The following tables represent loans in
which a formal risk rating system is not utilized, but loans are segregated between performing and non-performing based primarily
on delinquency status. Non-performing loans that would be included in the table are those loans greater than 90 days past due as
to principal and/or interest that do not have a designated risk rating.
|
|
June 30, 2019
|
|
|
|
|
|
|
Non-
|
|
|
Total
|
|
|
|
Performing
|
|
|
Performing
|
|
|
Loans
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
274,339
|
|
|
$
|
3,005
|
|
|
$
|
277,344
|
|
Leases
|
|
|
886
|
|
|
|
-
|
|
|
|
886
|
|
Consumer
|
|
|
863
|
|
|
|
-
|
|
|
|
863
|
|
Total loans
|
|
$
|
276,088
|
|
|
$
|
3,005
|
|
|
$
|
279,093
|
|
|
|
September 30, 2018
|
|
|
|
|
|
|
Non-
|
|
|
Total
|
|
|
|
Performing
|
|
|
Performing
|
|
|
Loans
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
321,853
|
|
|
$
|
3,012
|
|
|
$
|
324,865
|
|
Leases
|
|
|
1,687
|
|
|
|
-
|
|
|
|
1,687
|
|
Consumer
|
|
|
953
|
|
|
|
-
|
|
|
|
953
|
|
Total loans
|
|
$
|
324,493
|
|
|
$
|
3,012
|
|
|
$
|
327,505
|
|
Management further monitors the performance
and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment
is due or overdue, as the case may be. The following tables present the loan categories of the loan portfolio summarized by the
aging categories of performing loans, delinquent loans and nonaccrual loans:
|
|
June
30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 Days+
|
|
|
|
|
|
|
30-89 Days
|
|
|
90 Days +
|
|
|
Total
|
|
|
Total
|
|
|
Non-
|
|
|
Past Due
|
|
|
|
Current
|
|
|
Past
Due
|
|
|
Past
Due
|
|
|
Past
Due
|
|
|
Loans
|
|
|
Accrual
|
|
|
and
Accruing
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four
family residential
|
|
$
|
272,528
|
|
|
$
|
2,439
|
|
|
$
|
2,377
|
|
|
$
|
4,816
|
|
|
$
|
277,344
|
|
|
$
|
3,005
|
|
|
$
|
-
|
|
Multi-family residential
|
|
|
31,068
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,068
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
130,590
|
|
|
|
-
|
|
|
|
1,417
|
|
|
|
1,417
|
|
|
|
132,007
|
|
|
|
1,474
|
|
|
|
-
|
|
Construction and land
development
|
|
|
232,005
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
8,750
|
|
|
|
240,755
|
|
|
|
8,750
|
|
|
|
-
|
|
Financial institutions
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
Commercial business
|
|
|
19,748
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
19,748
|
|
|
|
-
|
|
|
|
-
|
|
Leases
|
|
|
886
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
886
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
807
|
|
|
|
56
|
|
|
|
-
|
|
|
|
56
|
|
|
|
863
|
|
|
|
-
|
|
|
|
-
|
|
Total
loans
|
|
$
|
693,632
|
|
|
$
|
2,495
|
|
|
$
|
12,544
|
|
|
$
|
15,039
|
|
|
$
|
708,671
|
|
|
$
|
13,229
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90 Days+
|
|
|
|
|
|
|
30-89 Days
|
|
|
90 Days +
|
|
|
Total
|
|
|
Total
|
|
|
Non-
|
|
|
Past Due
|
|
|
|
Current
|
|
|
Past
Due
|
|
|
Past
Due
|
|
|
Past
Due
|
|
|
Loans
|
|
|
Accrual
|
|
|
and
Accruing
|
|
|
|
(Dollars in Thousands)
|
|
One-to-four family residential
|
|
$
|
321,749
|
|
|
$
|
1,037
|
|
|
$
|
2,079
|
|
|
$
|
3,116
|
|
|
$
|
324,865
|
|
|
$
|
3,012
|
|
|
$
|
-
|
|
Multi-family residential
|
|
|
34,355
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,355
|
|
|
|
-
|
|
|
|
-
|
|
Commercial real estate
|
|
|
117,335
|
|
|
|
722
|
|
|
|
1,454
|
|
|
|
2,176
|
|
|
|
119,511
|
|
|
|
1,627
|
|
|
|
-
|
|
Construction and land development
|
|
|
151,478
|
|
|
|
-
|
|
|
|
8,750
|
|
|
|
8,750
|
|
|
|
160,228
|
|
|
|
8,750
|
|
|
|
-
|
|
Commercial business
|
|
|
17,792
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
17,792
|
|
|
|
-
|
|
|
|
-
|
|
Loans to financial institutions
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
-
|
|
Leases
|
|
|
1,687
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,687
|
|
|
|
-
|
|
|
|
-
|
|
Consumer
|
|
|
837
|
|
|
|
116
|
|
|
|
-
|
|
|
|
116
|
|
|
|
953
|
|
|
|
-
|
|
|
|
-
|
|
Total loans
|
|
$
|
651,233
|
|
|
$
|
1,875
|
|
|
$
|
12,283
|
|
|
$
|
14,158
|
|
|
$
|
665,391
|
|
|
$
|
13,389
|
|
|
$
|
-
|
|
The allowance for loan losses
is established through a provision for loan losses charged to expense. The Company maintains the allowance at a level believed
to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date.
Management reviews the allowance for loan losses no less than quarterly in order to identify these inherent losses and to assess
the overall collection probability for the loan portfolio in view of these inherent losses. For each primary type of loan, a loss
factor is established reflecting an estimate of the known and inherent losses in such loan type contained in the portfolio using
both a quantitative analysis as well as consideration of qualitative factors. The evaluation process includes, among other things,
an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience,
total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the Company’s loans,
the value of collateral securing the loans, the borrowers’ ability to repay and repayment performance, the number of loans
requiring heightened management oversight, local economic conditions and industry experience.
Commercial real estate loans
entail significant additional credit risks compared to owner-occupied one-to-four family residential mortgage loans, as they generally
involve large loan balances concentrated with a single borrower or groups of related borrowers. In addition, the payment experience
on loans secured by income-producing properties typically depends on the successful operation of the related real estate project
and/or business operation of the borrower who is, in some cases, also the primary occupant, and thus may be subject to a greater
extent to the effects of adverse conditions in the real estate market and in the economy in general. Commercial business loans
typically involve a higher risk of default than residential loans of like duration since their repayment is generally dependent
on the successful operation of the borrower’s business and the sufficiency of collateral, if any. Land acquisition, development
and construction lending exposes the Company to greater credit risk than permanent mortgage financing. The repayment of land acquisition,
development and construction loans depends upon the sale of the property to third parties or the availability of permanent financing
upon completion of all improvements. These events may adversely affect the sale of the properties, potentially reducing both the
borrowers’ ability to make required payments as well as reducing the value of the collateral property. Such lending is additionally
subject to the risk that if the estimate of construction cost proves to be inaccurate, the Company potentially will be compelled
to advance additional funds to allow completion of the project. In addition, if the estimate of value proves to be inaccurate,
the Company may be confronted with a project, when completed, having less value than the loan amount. If the Company is forced
to foreclose on a construction project prior to completion, there is no assurance that the Company would be able to recover the
entire unpaid portion of the loan.
The following tables summarize
the primary segments of the allowance for loan losses. Activity in the allowance is presented for the both three and nine month
periods ended June 30, 2019 and 2018:
|
|
Three
Months Ended June 30, 2019
|
|
|
|
One-
to
four-family
residential
|
|
|
Multi-
family
residential
|
|
|
Commercial
real estate
|
|
|
Construction
and land
development
|
|
|
Financial
institutions
|
|
|
Commercial
business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
ALLL balance at March 31, 2019
|
|
$
|
1,314
|
|
|
$
|
385
|
|
|
$
|
1,342
|
|
|
$
|
1,370
|
|
|
$
|
68
|
|
|
$
|
235
|
|
|
$
|
13
|
|
|
$
|
20
|
|
|
$
|
480
|
|
|
$
|
5,227
|
|
Charge-offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
103
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
103
|
|
Provision
|
|
|
(387
|
)
|
|
|
(65
|
)
|
|
|
(56
|
)
|
|
|
537
|
|
|
|
(5
|
)
|
|
|
(28
|
)
|
|
|
(4
|
)
|
|
|
(14
|
)
|
|
|
22
|
|
|
|
-
|
|
ALLL balance at June 30, 2019
|
|
$
|
1,030
|
|
|
$
|
320
|
|
|
$
|
1,286
|
|
|
$
|
1,907
|
|
|
$
|
63
|
|
|
$
|
207
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
502
|
|
|
$
|
5,330
|
|
|
|
Nine
Months Ended June 30, 2019
|
|
|
|
One-
to
four-family
residential
|
|
|
Multi-
family
residential
|
|
|
Commercial
real estate
|
|
|
Construction
and land
development
|
|
|
Financial
institutions
|
|
|
Commercial
business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
ALLL balance at September 30, 2018
|
|
$
|
1,343
|
|
|
$
|
347
|
|
|
$
|
1,154
|
|
|
$
|
1,554
|
|
|
$
|
64
|
|
|
$
|
187
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
482
|
|
|
$
|
5,167
|
|
Charge-offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
163
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
163
|
|
Provision
|
|
|
(476
|
)
|
|
|
(27
|
)
|
|
|
132
|
|
|
|
353
|
|
|
|
(1
|
)
|
|
|
20
|
|
|
|
(9
|
)
|
|
|
(12
|
)
|
|
|
20
|
|
|
|
-
|
|
ALLL balance at June 30, 2019
|
|
$
|
1,030
|
|
|
$
|
320
|
|
|
$
|
1,286
|
|
|
$
|
1,907
|
|
|
$
|
63
|
|
|
$
|
207
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
$
|
502
|
|
|
$
|
5,330
|
|
|
|
Three
Months Ended June 30, 2018
|
|
|
|
One-
to
four-family
residential
|
|
|
Multi-
family
residential
|
|
|
Commercial
real estate
|
|
|
Construction
and land
development
|
|
|
Financial
institutions
|
|
|
Commercial
business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
ALLL balance at March 31, 2018
|
|
$
|
1,308
|
|
|
$
|
205
|
|
|
$
|
1,083
|
|
|
$
|
1,465
|
|
|
$
|
62
|
|
|
$
|
106
|
|
|
$
|
29
|
|
|
$
|
97
|
|
|
$
|
486
|
|
|
$
|
4,841
|
|
Charge-offs
|
|
|
(114
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(11
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(125
|
)
|
Recoveries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Provision
|
|
|
100
|
|
|
|
178
|
|
|
|
(27
|
)
|
|
|
135
|
|
|
|
-
|
|
|
|
40
|
|
|
|
5
|
|
|
|
(81
|
)
|
|
|
(25
|
)
|
|
|
325
|
|
ALLL balance at June
30, 2018
|
|
$
|
1,294
|
|
|
$
|
383
|
|
|
$
|
1,056
|
|
|
$
|
1,600
|
|
|
$
|
62
|
|
|
$
|
146
|
|
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
461
|
|
|
$
|
5,041
|
|
|
|
Nine
Months Ended June 30, 2018
|
|
|
|
One-
to
four-family
residential
|
|
|
Multi-
family
residential
|
|
|
Commercial
real estate
|
|
|
Construction
and land
development
|
|
|
Financial
institutions
|
|
|
Commercial
business
|
|
|
Leases
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
ALLL balance at September 30,
2017
|
|
$
|
1,241
|
|
|
$
|
205
|
|
|
$
|
1,201
|
|
|
$
|
1,358
|
|
|
$
|
-
|
|
|
$
|
4
|
|
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
410
|
|
|
$
|
4,466
|
|
Charge-offs
|
|
|
(125
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(12
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(137
|
)
|
Recoveries
|
|
|
27
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
27
|
|
Provision
|
|
|
151
|
|
|
|
178
|
|
|
|
(145
|
)
|
|
|
254
|
|
|
|
62
|
|
|
|
142
|
|
|
|
-
|
|
|
|
(8
|
)
|
|
|
51
|
|
|
|
685
|
|
ALLL balance at June
30, 2018
|
|
$
|
1,294
|
|
|
$
|
383
|
|
|
$
|
1,056
|
|
|
$
|
1,600
|
|
|
$
|
62
|
|
|
$
|
146
|
|
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
461
|
|
|
$
|
5,041
|
|
The Company recorded no provision for loan
losses for the three and nine months period ended June 30, 2019, respectively, compared to $325,000 and $685,000 for the comparable
three and nine months periods in fiscal 2018. The provisions in the 2018 periods were primarily due to growth in the loan portfolio.
During the quarter ended June 30, 2019, the Company recorded no charge offs and recoveries of $103,000. During the nine months
ended June 30, 2019, the Company recorded no charge offs and recoveries of $163,000. During the quarter ended June 30, 2018, the
Company recorded charge offs of $125,000 and no recoveries. During the nine months ended June 30, 2018, the Company recorded charge
offs of $137,000 and recoveries of $27,000.
At June 30, 2019, the Company had nine
loans aggregating $6.0 million that were classified as troubled debt restructurings (“TDRs”). Five of the nine loans
aggregating $633,000 were performing in accordance with their restructured terms as of June 30, 2019 and accruing interest, with
four of the nine TDRs on non-accrual status. Three of the TDRs which are classified as non-accrual totaling $4.9 million are a
part of a troubled lending relationship totaling $10.6 million (after taking into account the previously disclosed $1.9 million
write-down recognized during the quarter ending June 30, 2017 related to this borrowing relationship). The remaining TDR is also
on non-accrual and consists of a $437,000 loan secured by various commercial and residential properties.
The Company did not approve any TDRs during
the three and nine months ended June 30, 2019, or during the three and nine months ending June 30, 2018.
No TDRs defaulted during the three and nine-month period endings
June 30, 2019 or 2018.
Deposits consist of the following major classifications:
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Dollars in Thousands)
|
|
Money market deposit accounts
|
|
$
|
74,521
|
|
|
|
10.2
|
%
|
|
$
|
66,120
|
|
|
|
8.4
|
%
|
Interest-bearing checking accounts
|
|
|
59,706
|
|
|
|
8.2
|
|
|
|
49,209
|
|
|
|
6.3
|
|
Non interest-bearing checking accounts
|
|
|
15,614
|
|
|
|
2.2
|
|
|
|
13,620
|
|
|
|
1.7
|
|
Passbook, club and statement savings
|
|
|
82,741
|
|
|
|
11.3
|
|
|
|
91,489
|
|
|
|
11.7
|
|
Certificates maturing in six months or less
|
|
|
272,172
|
|
|
|
37.3
|
|
|
|
301,184
|
|
|
|
38.4
|
|
Certificates maturing in more than six months
|
|
|
224,787
|
|
|
|
30.8
|
|
|
|
262,636
|
|
|
|
33.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
729,541
|
|
|
|
100.0
|
%
|
|
$
|
784,258
|
|
|
|
100.0
|
%
|
Certificates
of $250,000 and over totaled $25.7 million as of June 30, 2019 and $81.9 million as of September 30, 2018.
7.
|
ADVANCES FROM FEDERAL HOME LOAN BANK – SHORT TERM
|
As of June 30, 2019 and September 30, 2018 outstanding
balances and related information of short-term borrowings from the FHLB are summarized as follows:
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
September 30,
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
Type
|
|
Maturity Date
|
|
Coupon
|
|
|
Call Date
|
|
Amount
|
|
|
Amount
|
|
|
|
|
|
(Dollars in Thousands)
|
|
Fixed Rate - Repo Plus
|
|
12-Oct-18
|
|
|
2.31
|
%
|
|
Not Applicable
|
|
$
|
-
|
|
|
$
|
10,000
|
|
Weighted average rate
|
|
|
|
|
2.31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate - Repo Plus
|
|
1-Jul-19
|
|
|
2.48
|
%
|
|
Not Applicable
|
|
$
|
1,500
|
|
|
$
|
-
|
|
Fixed Rate - Repo Plus
|
|
12-Jul-19
|
|
|
2.57
|
%
|
|
Not Applicable
|
|
|
10,000
|
|
|
|
-
|
|
Fixed Rate - Repo Plus
|
|
15-Jul-19
|
|
|
2.56
|
%
|
|
Not Applicable
|
|
|
10,000
|
|
|
|
-
|
|
Fixed Rate - Repo Plus
|
|
17-Jul-19
|
|
|
2.52
|
%
|
|
Not Applicable
|
|
|
15,000
|
|
|
|
-
|
|
Weighted average rate
|
|
|
|
|
2.54
|
%
|
|
|
|
$
|
36,500
|
|
|
$
|
10,000
|
|
As of June 30, 2019, short-term advances
include two $10.0 million and one $15.0 million 30 day FHLB advances associated with interest rate swap contracts. The additional
$1.5 million at June 30, 2019 consisted of an overnight borrowing to provide additional short-term liquidity. As of September 30,
2018, there was a $10.0 million 30 day FHLB advance associated with an interest rate swap contract.
8.
|
ADVANCES FROM FEDERAL HOME LOAN BANK – LONG TERM
|
Pursuant to collateral agreements with the FHLB of Pittsburgh,
advances are secured by a blanket collateral of loans held by the Company and qualifying fixed-income securities and FHLB stock.
The long-term advances outstanding as of June 30, 2019 and September 30, 2018 are as follows:
Lomg-term FHLB advances:
|
|
Maturity range
|
|
Weighted average
|
|
|
Stated interest rate range
|
|
|
June 30,
|
|
|
September 30,
|
|
Description
|
|
from
|
|
to
|
|
interest
rate
|
|
|
from
|
|
|
to
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
Fixed Rate - Amortizing
|
|
1-Oct-18
|
|
30-Sep-20
|
|
|
1.53
|
%
|
|
|
1.53
|
%
|
|
|
1.53
|
%
|
|
$
|
589
|
|
|
$
|
1,639
|
|
Fixed Rate - Amortizing
|
|
1-Oct-20
|
|
30-Sep-21
|
|
|
2.69
|
%
|
|
|
1.94
|
%
|
|
|
2.83
|
%
|
|
|
16,609
|
|
|
|
23,288
|
|
Fixed Rate - Amortizing
|
|
1-Oct-21
|
|
30-Sep-22
|
|
|
2.81
|
%
|
|
|
1.99
|
%
|
|
|
3.05
|
%
|
|
|
9,517
|
|
|
|
11,848
|
|
Fixed Rate - Amortizing
|
|
1-Oct-22
|
|
30-Sep-23
|
|
|
2.88
|
%
|
|
|
1.94
|
%
|
|
|
3.11
|
%
|
|
|
7,340
|
|
|
|
8,550
|
|
Total
|
|
|
|
|
|
|
2.74
|
%
|
|
|
|
|
|
|
|
|
|
$
|
34,055
|
|
|
$
|
45,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate - Advances
|
|
1-Oct-18
|
|
30-Sep-19
|
|
|
2.66
|
%
|
|
|
2.66
|
%
|
|
|
2.66
|
%
|
|
$
|
3,004
|
|
|
$
|
18,528
|
|
Fixed Rate - Advances
|
|
1-Oct-19
|
|
30-Sep-20
|
|
|
2.62
|
%
|
|
|
1.38
|
%
|
|
|
3.06
|
%
|
|
|
12,341
|
|
|
|
12,413
|
|
Fixed Rate - Advances
|
|
1-Oct-20
|
|
30-Sep-21
|
|
|
2.37
|
%
|
|
|
1.42
|
%
|
|
|
2.92
|
%
|
|
|
18,022
|
|
|
|
3,037
|
|
Fixed Rate - Advances
|
|
1-Oct-21
|
|
30-Sep-22
|
|
|
2.31
|
%
|
|
|
1.94
|
%
|
|
|
3.23
|
%
|
|
|
63,347
|
|
|
|
23,380
|
|
Fixed Rate - Advances
|
|
1-Oct-22
|
|
30-Sep-23
|
|
|
2.72
|
%
|
|
|
2.18
|
%
|
|
|
3.22
|
%
|
|
|
65,999
|
|
|
|
37,000
|
|
Fixed Rate - Advances
|
|
1-Oct-23
|
|
30-Sep-24
|
|
|
2.88
|
%
|
|
|
2.38
|
%
|
|
|
3.20
|
%
|
|
|
67,998
|
|
|
|
5,000
|
|
Total
|
|
|
|
|
|
|
2.62
|
%
|
|
|
|
|
|
|
|
|
|
$
|
230,711
|
|
|
$
|
99,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.64
|
%
|
|
|
|
|
|
|
Total
|
|
|
$
|
264,766
|
|
|
$
|
144,683
|
|
The Company has contracted with a third party to
participate in interest rate swap contracts. One of the swaps is a cash flow hedge associated with FHLB advances at both June 30,
2019 and September 30, 2018, while there are eight additional cash flow hedges tied to wholesale funding at June 30, 2019. These
interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate
payments. During the quarter ended June 30, 2019, $3,000 of expense was recognized as ineffectiveness through earnings, while $6,000
of income was recognized as ineffectiveness through earnings during the comparable period in fiscal 2018. During the nine months
ended June 30, 2019, $5,000 of expense was recognized as ineffectiveness through earnings, while $48,000 of income was recognized
as ineffectiveness through earnings during the comparable period in 2018. There were nine interest rate swaps designated as fair
value hedges involving the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate
payments over the life of the agreements that were applicable to three loans and seven investment securities as of June 30, 2019
and three loans and seven investments at September 30, 2018. The fair value of the swaps is recorded in the other liabilities section
of the statement of financial condition.
Below is a summary of the interest rate swap agreements
and their terms as of June 30, 2019.
|
|
Hedged
|
|
Notional
|
|
|
Pay
|
|
|
Receive
|
|
Maturity
|
|
Unrealized
|
|
|
|
Item
|
|
Amount
|
|
|
Rate
|
|
|
Rate
|
|
Date
|
|
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
|
FHLB Advance
|
|
$
|
10,000
|
|
|
|
2.70
|
%
|
|
1 Mth Libor
|
|
10-Apr-25
|
|
$
|
(586
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
1,705
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
16-Feb-27
|
|
|
(147
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
2,825
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
1-Apr-27
|
|
|
(247
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
5,000
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
3-Jan-28
|
|
|
(465
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
1,235
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
1-Mar-28
|
|
|
(116
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
4,500
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
1-May-28
|
|
|
(426
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
3,305
|
|
|
|
3.05
|
%
|
|
3 Mth Libor
|
|
1-Feb-27
|
|
|
(280
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
3,000
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
15-Oct-27
|
|
|
(272
|
)
|
Interest rate swap contract
|
|
Commercial loan
|
|
|
8,000
|
|
|
|
4.85
|
%
|
|
1 Mth Libor +225 bp
|
|
1-Jun-28
|
|
|
-
|
|
Interest rate swap contract
|
|
Commercial loan
|
|
|
8,300
|
|
|
|
5.74
|
%
|
|
1 Mth Libor +250 bp
|
|
13-Jun-25
|
|
|
-
|
|
Interest rate swap contract
|
|
Commercial loan
|
|
|
1,044
|
|
|
|
4.10
|
%
|
|
1 Mth Libor +276 bp
|
|
1-Aug-26
|
|
|
-
|
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
20,000
|
|
|
|
2.78
|
%
|
|
3 Mth Libor
|
|
11-Jan-24
|
|
|
(932
|
)
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
15,000
|
|
|
|
2.75
|
%
|
|
3 Mth Libor
|
|
18-Jan-24
|
|
|
(678
|
)
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
25,000
|
|
|
|
2.66
|
%
|
|
3 Mth Libor
|
|
20-Feb-24
|
|
|
(1,065
|
)
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
25,000
|
|
|
|
2.56
|
%
|
|
3 Mth Libor
|
|
28-Feb-24
|
|
|
(955
|
)
|
Interest rate swap contract
|
|
30 Day wholesale funding
|
|
|
15,000
|
|
|
|
2.51
|
%
|
|
1 Mth Libor
|
|
15-Feb-24
|
|
|
(605
|
)
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
25,000
|
|
|
|
2.59
|
%
|
|
3 Mth Libor
|
|
13-Mar-24
|
|
|
(990
|
)
|
Interest rate swap contract
|
|
90 Day wholesale funding
|
|
|
25,000
|
|
|
|
2.51
|
%
|
|
3 Mth Libor
|
|
27-Mar-24
|
|
|
(909
|
)
|
Interest rate swap contract
|
|
30 Day wholesale funding
|
|
|
10,000
|
|
|
|
1.94
|
%
|
|
1 Mth Libor
|
|
12-Jun-26
|
|
|
(156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(8,829
|
)
|
Below is a summary of the interest rate swap agreements and
their terms as of September 30, 2018.
|
|
Hedged
|
|
Notional
|
|
|
Pay
|
|
|
Receive
|
|
Maturity
|
|
Unrealized
|
|
|
|
Item
|
|
Amount
|
|
|
Rate
|
|
|
Rate
|
|
Date
|
|
Gain
(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contract
|
|
FHLB Advance
|
|
$
|
10,000
|
|
|
|
2.70
|
%
|
|
1 Mth Libor
|
|
10-Apr-25
|
|
$
|
35
|
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
1,705
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
15-Feb-27
|
|
|
(19
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
2,825
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
1-Apr-27
|
|
|
(31
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
5,000
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
1-Jan-28
|
|
|
(57
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
1,235
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
1-Mar-28
|
|
|
(14
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
4,500
|
|
|
|
3.07
|
%
|
|
3 Mth Libor
|
|
1-May-28
|
|
|
(52
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
3,305
|
|
|
|
3.05
|
%
|
|
3 Mth Libor
|
|
1-Feb-27
|
|
|
(32
|
)
|
Interest rate swap contract
|
|
State and political subdivision
|
|
|
3,000
|
|
|
|
3.06
|
%
|
|
3 Mth Libor
|
|
15-Oct-27
|
|
|
(32
|
)
|
Interest rate swap contract
|
|
Commercial loan
|
|
|
8,300
|
|
|
|
5.74
|
%
|
|
1 Mth Libor +250 bp
|
|
13-Jun-25
|
|
|
-
|
|
Interest rate swap contract
|
|
Commercial loan
|
|
|
1,100
|
|
|
|
4.10
|
%
|
|
1 Mth Libor +276 bp
|
|
1-Aug-26
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(202
|
)
|
All interest swaps are carried at fair value in
accordance with FASB ASC 815 “Derivatives and Hedging.”
Items that gave rise to significant
portions of deferred income taxes are as follows:
|
|
June 30,
|
|
|
September 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(Dollars in Thousands)
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
$
|
1,465
|
|
|
$
|
1,445
|
|
Nonaccrual interest
|
|
|
446
|
|
|
|
312
|
|
Accrued vacation
|
|
|
4
|
|
|
|
29
|
|
Capital loss carryforward
|
|
|
356
|
|
|
|
356
|
|
Split dollar life insurance
|
|
|
9
|
|
|
|
10
|
|
Post-retirement benefits
|
|
|
76
|
|
|
|
85
|
|
Unrealized losses on available for sale securities
|
|
|
-
|
|
|
|
2,212
|
|
Unrealized losses on interest rate swaps
|
|
|
1,445
|
|
|
|
-
|
|
Deferred compensation
|
|
|
816
|
|
|
|
838
|
|
Goodwill
|
|
|
72
|
|
|
|
80
|
|
Other
|
|
|
49
|
|
|
|
55
|
|
Employee benefit plans
|
|
|
375
|
|
|
|
239
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
5,113
|
|
|
|
5,661
|
|
Valuation allowance
|
|
|
(356
|
)
|
|
|
(356
|
)
|
Total deferred tax assets, net of valuation allowance
|
|
|
4,757
|
|
|
|
5,305
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property
|
|
|
159
|
|
|
|
179
|
|
Unrealized gains on available for sale securities
|
|
|
1,118
|
|
|
|
-
|
|
Unrealized gains on interest rate swaps
|
|
|
-
|
|
|
|
44
|
|
Purchase accounting adjustments
|
|
|
102
|
|
|
|
59
|
|
Deferred loan fees
|
|
|
213
|
|
|
|
368
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
1,592
|
|
|
|
650
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
3,165
|
|
|
$
|
4,655
|
|
The Company establishes a valuation
allowance for deferred tax assets when management believes that the use of the deferred tax assets is not likely to be fully realized
through future reversals of existing taxable temporary differences, and/or to a lesser extent, future taxable income. The tax deduction
generated by the redemption of the shares of a mutual fund held by the Bank and the subsequent impairment charge on the assets
acquired through the redemption in kind are considered capital losses and can only be utilized to the extent of capital gains recognized
over a five year period, resulting in the establishment of a valuation allowance for the carryforward period. The valuation allowance
totaled $356,000 at both June 30, 2019, and September 30, 2018, respectively.
For the nine-month period ended
June 30, 2019, the Company recorded income tax expense of $1.4 million compared to income tax expense of $3.6 million for the period
ended June 30, 2018, which included a $1.8 million one-time non-cash charge related to a re-evaluation of the Company’s deferred
tax assets as a result of the enactment of the Tax Cuts and Jobs Act in December 2017. The re-evaluation reflected the effect of
the significant decline in the federal corporate income tax rate applicable to the Company. During fiscal 2018, commencing with
the quarter ended December 31, 2017, the Company’s federal statutory income tax rate was 24.25% as compared to companies
which are calendar year tax reporting companies whose statutory rate decreased to 21% starting January 1, 2018. Effective October
1, 2018, the Company’s federal statutory tax rate was reduced to 21%.
There is currently no liability
for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties
related to unrecognized tax benefits in the provision for income taxes in the Consolidated Statements of Operations as a component
of income tax expense. During fiscal 2017, the Internal Revenue Service conducted an audit of the Company’s tax return for
the year ended September 30, 2014, and no adverse findings were reported. The Company’s federal and state income tax returns
for taxable years through September 30, 2015 have been closed for purposes of examination by the Internal Revenue Service and the
Pennsylvania Department of Revenue.
11.
|
STOCK COMPENSATION PLANS
|
The Company maintains the 2008
Recognition and Retention Plan and Trust (the “2008 RRP”) which is administered by a committee of the Board of Directors
of the Company. The RRP provides for the grant of shares of common stock of the Company to officers, employees and directors of
the Company. In order to fund the grant of shares under the RRP, the 2008 RRP purchased 213,528 shares (on a converted basis) of
the Company’s common stock in the open market for an aggregate cost of approximately $2.5 million, at an average purchase
price per share of $11.49. The Company made sufficient contributions to the 2008 RRP to fund these purchases. Shares subject to
awards under the 2008 RRP generally vest at the rate of 20% per year over five years. During February 2015, shareholders approved
the 2014 Stock Incentive Plan (the “2014 SIP”). As part of the 2014 SIP, a maximum of 285,655 shares of common stock
can be awarded as restricted stock awards or units, of which 233,500 shares were awarded during February 2015. In August 2016,
the Company granted 7,473 shares under the 2008 RRP and 3,027 shares under the 2014 SIP. In March 2017, the Company granted 17,128
shares under the 2014 SIP. In March 2018, the Company granted 8,209 shares under the 2008 RRP and 18,291 shares under the 2014
SIP. Grants can no longer be made pursuant to the 2008 RRP.
Compensation expense related to the shares subject
to restricted stock awards granted is recognized ratably over the five-year vesting period in an amount which totals the grant
date fair value multiplied by the number of shares subject to the grant. During the three and nine months ended June 30, 2019,
an aggregate of $157,000 and $464,000, respectively, was recognized in compensation expense for the grants pursuant to the 2008
RRP and the grants pursuant to the 2014 SIP. During the three and nine months ended June 30, 2018, $158,000 and $408,000, respectively,
was recognized in compensation expense for the grants pursuant to the 2008 RRP and the grants pursuant to the 2014 SIP. At June
30, 2019, approximately $870,000 in additional compensation expense for unvested shares awarded related to the 2008 RRP and 2014
SIP remained unrecognized.
A summary of the Company’s non-vested stock
award activity for the nine months ended June 30, 2019 and 2018 is presented in the following tables:
|
|
Nine Months Ended
June 30, 2019
|
|
|
|
Number of
Shares (1)
|
|
|
Weighted Average
Grant Date Fair
Value
|
|
|
|
|
|
|
|
|
Non-vested stock awards at October 1, 2018
|
|
|
116,916
|
|
|
$
|
14.36
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Vested
|
|
|
(44,024
|
)
|
|
|
13.38
|
|
Non-vested stock awards at June 30, 2019
|
|
|
72,892
|
|
|
$
|
14.95
|
|
|
|
Nine Months Ended
June 30, 2018
|
|
|
|
Number of
Shares
|
|
|
Weighted Average
Grant Date Fair
Value
|
|
|
|
|
|
|
|
|
Non-vested stock awards at October 1, 2017
|
|
|
142,594
|
|
|
$
|
12.79
|
|
Granted
|
|
|
26,500
|
|
|
|
18.46
|
|
Forfeited
|
|
|
4,636
|
|
|
|
11.91
|
|
Vested
|
|
|
(44,647
|
)
|
|
|
12.06
|
|
Non-vested stock awards at June 30, 2018
|
|
|
129,083
|
|
|
$
|
14.17
|
|
The Company maintains the 2008
Stock Option Plan (the “2008 Option Plan”) which authorizes the grant of stock options to officers, employees and directors
of the Company to acquire shares of common stock with an exercise price at least equal to the fair market value of the common stock
on the grant date. Options generally become vested and exercisable at the rate of 20% per year over five years and are generally
exercisable for a period of ten years after the grant date. A total of 533,808 shares of common stock were approved for future
issuance pursuant to the 2008 Option Plan. As of June 30, 2019, all of the options had been awarded under the 2008 Option Plan
and no further options can be awarded, even if existing options under the 2008 option plan are forfeited. The 2014 SIP reserved
up to 714,145 shares for issuance pursuant to options. Options to purchase 605,000 shares were awarded during February 2015. During
August 2016, the Company granted 18,867 shares under the 2008 Option Plan and 8,633 shares under the 2014 SIP. In March 2017, the
Company granted 22,828 shares under the 2014 SIP. In May 2017, the Company granted 24,717 shares under the 2014 SIP and 283 shares
under the 2008 Option Plan. In March 2018, the Company granted 159,265 shares under the 2014 SIP and 18,235 shares under the 2008
Option Plan.
A summary of the status of the Company’s stock
options under the 2008 Option Plan and the 2014 SIP for the nine months ended June 30, 2019 and 2018 are presented below:
|
|
Nine Months Ended
June 30, 2019
|
|
|
|
Number of
Shares
|
|
|
Weighted Average
Exercise Price
|
|
|
|
|
|
|
|
|
Outstanding at October 1, 2018
|
|
|
869,026
|
|
|
$
|
13.41
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
(109,694
|
)
|
|
|
11.91
|
|
Forfeited
|
|
|
(6,000
|
)
|
|
|
12.23
|
|
Outstanding at June 30, 2019
|
|
|
753,332
|
|
|
$
|
13.64
|
|
Exercisable at June 30, 2019
|
|
|
530,953
|
|
|
$
|
12.37
|
|
|
|
Nine Months Ended
June 30, 2018
|
|
|
|
Number of
Shares
|
|
|
Weighted Average
Exercise Price
|
|
|
|
|
|
|
|
|
Outstanding at October 1, 2017
|
|
|
922,564
|
|
|
$
|
12.04
|
|
Granted
|
|
|
177,500
|
|
|
|
18.46
|
|
Exercised
|
|
|
(110,926
|
)
|
|
|
11.73
|
|
Forfeited
|
|
|
(12,234
|
)
|
|
|
11.90
|
|
Outstanding at June 30, 2018
|
|
|
976,904
|
|
|
$
|
13.15
|
|
Exercisable at June 30, 2018
|
|
|
521,630
|
|
|
$
|
11.49
|
|
The weighted average remaining contractual term was
approximately 7.0 years for options outstanding as of June 30, 2019.
The estimated fair value of options granted during
fiscal 2009 was $2.98 per share, $2.92 for options granted during fiscal 2010, $3.34 for options granted during fiscal 2013, $4.67
for options granted during fiscal 2014, $4.58 for options granted during fiscal 2015, $2.13 for options granted during fiscal 2016,
$3.18 for options granted during fiscal 2017 and $3.63 for options granted in fiscal 2018. The fair value for grants made in fiscal
2017 was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: an exercise price
range from $17.43 to $18.39, a term of seven years, a volatility of 14.37%, an interest rate of 2.22% and a yield of 0.69%. The
fair value for grants made in fiscal 2018 was estimated on the date of grant using the Black-Scholes pricing model with the following
assumptions: an exercise and fair value based on the grant date market value price of $18.46, a term of seven years, a volatility
rate of 15.9%, an interest rate of 2.82% and a yield rate of 1.08%.
During the three and nine months ended June 30, 2019,
$146,000 and $423,000, respectively, was recognized in compensation expense for options granted pursuant to the 2008 Option Plan
and the 2014 SIP. During the three and nine months ended June 30, 2018, $150,000 and $389,000, respectively, was recognized in
compensation expense for options granted pursuant to the 2008 Option Plan and the 2014 SIP.
At June 30, 2019, there was
approximately $887,000 in additional compensation expense to be recognized for awarded options which remained outstanding and unvested
at such date. The weighted average period over which this expense will be recognized is approximately 2.5 years.
12.
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
At June 30, 2019, the Company
had a total of $50.8 million in outstanding commitments to originate loans with market interest rates ranging from 5.75% to 7.00%.
At September 30, 2018, the Company had $40.4 million in outstanding commitments to originate loans with market interest rates
ranging from 4.25% to 6.25%. The aggregate undisbursed portion of loans-in-process related to the bank’s construction loans
amounted to $113.9 million at June 30, 2019 and $54.5 million at September 30, 2018.
The Company also had commitments
under unused lines of credit aggregating $36.8 million as of June 30, 2019 and $51.9 million as of September 30, 2018 and letters
of credit outstanding of $1.6 million as of June 30, 2019 and $1.6 million as of September 30, 2018.
Among the Company’s contingent
liabilities are exposures to limited recourse arrangements with respect to the Company’s sales of whole loans and participation
interests. At June 30, 2019, the exposure, which represents a portion of credit risk associated with the interests sold, amounted
to $1.4 million related to loans sold to the FHLB. This exposure is for the life of the related loans and payables, on our proportionate
share, as actual losses are incurred. These loans are seasoned loans and remain performing.
The Company is involved in
various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation
counsel, believes that such proceedings will not have a material adverse effect on the financial condition, operations or cash
flows of the Company. However, there can be no assurance that any of the outstanding legal proceedings to which the Company is
a party will not be decided adversely to the Company's interests and not have a material adverse effect on the financial condition
and operations of the Company.
|
13.
|
FAIR VALUE MEASUREMENT
|
The fair value estimates presented
herein are based on pertinent information available to management as of June 30, 2019 and September 30, 2018, respectively. Although
management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ
significantly from the amounts presented herein.
Generally accepted accounting
principles used in the United States establish a fair value hierarchy which requires an entity to maximize the use of observable
inputs and minimizes the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that
may be used to measure fair value.
The three broad levels of hierarchy are as follows:
|
Level 1
|
Quoted prices in active markets for identical assets or liabilities.
|
|
Level 2
|
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
Level 3
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
Those assets and liabilities as of June 30, 2019 which
are measured at fair value on a recurring basis were as follows:
|
|
Category Used for Fair Value Measurement
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency obligations
|
|
$
|
-
|
|
|
$
|
24,978
|
|
|
$
|
-
|
|
|
$
|
24,978
|
|
Mortgage-backed securities - U.S. Government agencies
|
|
|
-
|
|
|
|
313,430
|
|
|
|
-
|
|
|
|
313,430
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
34,106
|
|
|
|
-
|
|
|
|
34,106
|
|
Corporate bonds
|
|
|
-
|
|
|
|
65,665
|
|
|
|
-
|
|
|
|
65,665
|
|
Equity securities
|
|
|
69
|
|
|
|
-
|
|
|
|
-
|
|
|
|
69
|
|
Total
|
|
$
|
69
|
|
|
$
|
438,179
|
|
|
$
|
-
|
|
|
$
|
438,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts
|
|
$
|
-
|
|
|
$
|
8,806
|
|
|
$
|
-
|
|
|
$
|
8,806
|
|
Total
|
|
$
|
-
|
|
|
$
|
8,806
|
|
|
$
|
-
|
|
|
$
|
8,806
|
|
Those assets as of September 30, 2018 which are measured
at fair value on a recurring basis were as follows:
|
|
Category Used for Fair Value Measurement
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and agency obligations
|
|
$
|
-
|
|
|
$
|
24,171
|
|
|
$
|
-
|
|
|
$
|
24,171
|
|
Mortgage-backed securities - U.S. Government agencies
|
|
|
-
|
|
|
|
187,360
|
|
|
|
-
|
|
|
|
187,360
|
|
State and political subdivisions
|
|
|
-
|
|
|
|
21,536
|
|
|
|
-
|
|
|
|
21,536
|
|
Corporate bonds
|
|
|
-
|
|
|
|
73,083
|
|
|
|
-
|
|
|
|
73,083
|
|
FHLMC preferred stock
|
|
|
37
|
|
|
|
-
|
|
|
|
-
|
|
|
|
37
|
|
Interest rate swap contracts
|
|
|
-
|
|
|
|
225
|
|
|
|
-
|
|
|
|
225
|
|
Total
|
|
$
|
37
|
|
|
$
|
306,375
|
|
|
$
|
-
|
|
|
$
|
306,412
|
|
Certain assets are measured at fair value on a nonrecurring
basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in
certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans and real estate
owned at fair value on a non-recurring basis.
Impaired Loans
The Company considers loans to
be impaired when it becomes more likely than not that the Company will be unable to collect all amounts due (principle and interest)
in accordance with the contractual terms of the loan agreements. Collateral dependent impaired loans are based on the fair value
of the collateral which is based on appraisals and would be categorized as Level 2 measurement. In some cases, adjustments
are made to the appraised values for various factors including the age of the appraisal, age of the comparables included in the
appraisal, and known changes in the market and in the collateral. These adjustments are based upon unobservable inputs, and therefore,
the fair value measurement has been categorized as a Level 3 measurement. These loans are reviewed for impairment and written down
to their net realizable value by charges against the allowance for loan losses. The collateral underlying these loans had a fair
value of approximately $15.4 million as of June 30, 2019.
Other Real Estate Owned
Once an asset is determined to
be uncollectible, the underlying collateral is generally repossessed and reclassified to foreclosed real estate and repossessed
assets. These repossessed assets are carried at the lower of cost or fair value of the collateral, based on independent appraisals,
less cost to sell and would be categorized as Level 2 measurement. In some cases, adjustments are made to the appraised values
for various factors including age of the appraisal, age of the comparable included in the appraisal, and known changes in the market
and in the collateral. As a result, the evaluations are based upon unobservable inputs, and therefore, the fair value measurement
has been categorized as a Level 3 measurement.
Summary of Non-Recurring Fair Value Measurements
|
|
At June 30, 2019
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Impaired loans
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
15,374
|
|
|
$
|
15,374
|
|
Other real estate owned
|
|
|
-
|
|
|
|
-
|
|
|
|
423
|
|
|
|
423
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
15,797
|
|
|
$
|
15,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2018
|
|
|
|
(Dollars in Thousands)
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Impaired loans
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
16,048
|
|
|
$
|
16,048
|
|
Other real estate owned
|
|
|
-
|
|
|
|
-
|
|
|
|
1,026
|
|
|
|
1,026
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
17,074
|
|
|
$
|
17,074
|
|
The following table provides information describing the valuation
processes used to determine nonrecurring fair value measurements categorized within Level 3 of the fair value hierarchy:
|
|
At June 30, 2019
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
Valuation
|
|
|
|
Range/
|
|
|
Fair Value
|
|
|
Technique
|
|
Unobservable Input
|
|
Weighted Ave.
|
Impaired loans
|
|
$
|
15,374
|
|
|
Property appraisals (1) (3)
|
|
Management discount for selling costs, property type and market volatility (2)
|
|
6% to 8% discount/ 6%
|
Other real estate owned
|
|
$
|
423
|
|
|
Property appraisals (1)(3)
|
|
Management discount for selling costs, property type and market volatility (2)
|
|
10% discount
|
|
|
At September 30, 2018
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
Valuation
|
|
|
|
Range/
|
|
|
Fair Value
|
|
|
Technique
|
|
Unobservable Input
|
|
Weighted Ave.
|
Impaired loans
|
|
$
|
16,048
|
|
|
Property appraisals (1) (3)
|
|
Management discount for selling costs, property type and market volatility (2)
|
|
6% to 8% discount/ 6%
|
Other real estate owned
|
|
$
|
1,026
|
|
|
Property appraisals (1)(3)
|
|
Management discount for selling costs, property type and market volatility (2)
|
|
18% discount
|
|
(1)
|
Fair value is generally determined through independent appraisals of the underlying collateral, which generally includes various Level 3 inputs, which are not identifiable.
|
|
(2)
|
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
|
|
(3)
|
Includes qualitative adjustments by management and estimated liquidation expenses.
|
The fair value of financial instruments
has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable
judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
|
|
|
|
|
|
|
|
Fair Value Measurements at
|
|
|
|
|
|
|
|
|
|
6/30/2019
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in Thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
38,077
|
|
|
$
|
38,077
|
|
|
$
|
38,077
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Certificates of deposit
|
|
|
2,351
|
|
|
|
2,351
|
|
|
|
2,351
|
|
|
|
-
|
|
|
|
-
|
|
Investment and mortgage-backed securities available for sale
|
|
|
438,179
|
|
|
|
438,179
|
|
|
|
-
|
|
|
|
438,179
|
|
|
|
-
|
|
Equity securities
|
|
|
69
|
|
|
|
69
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
Investment and mortgage-backed securities held to maturity
|
|
|
57,085
|
|
|
|
57,371
|
|
|
|
-
|
|
|
|
57,371
|
|
|
|
-
|
|
Loans receivable, net
|
|
|
586,507
|
|
|
|
583,990
|
|
|
|
-
|
|
|
|
-
|
|
|
|
583,990
|
|
Accrued interest receivable
|
|
|
3,893
|
|
|
|
3,893
|
|
|
|
3,893
|
|
|
|
-
|
|
|
|
-
|
|
Restricted bank stock
|
|
|
13,356
|
|
|
|
13,356
|
|
|
|
13,356
|
|
|
|
-
|
|
|
|
-
|
|
Bank owned life insurance
|
|
|
31,669
|
|
|
|
31,669
|
|
|
|
31,669
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checking accounts
|
|
|
75,320
|
|
|
|
75,320
|
|
|
|
75,320
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
74,521
|
|
|
|
74,521
|
|
|
|
74,521
|
|
|
|
-
|
|
|
|
-
|
|
Passbook, club and statement savings accounts
|
|
|
82,741
|
|
|
|
82,741
|
|
|
|
82,741
|
|
|
|
-
|
|
|
|
-
|
|
Certificates of deposit
|
|
|
496,959
|
|
|
|
501,954
|
|
|
|
-
|
|
|
|
-
|
|
|
|
501,954
|
|
Advances from FHLB short-term
|
|
|
36,500
|
|
|
|
36,500
|
|
|
|
36,500
|
|
|
|
|
|
|
|
-
|
|
Advances from FHLB long-term
|
|
|
264,766
|
|
|
|
269,934
|
|
|
|
-
|
|
|
|
-
|
|
|
|
269,934
|
|
Accrued interest payable
|
|
|
3,404
|
|
|
|
3,404
|
|
|
|
3,404
|
|
|
|
-
|
|
|
|
-
|
|
Advances from borrowers for taxes and insurance
|
|
|
3,533
|
|
|
|
3,533
|
|
|
|
3,533
|
|
|
|
-
|
|
|
|
-
|
|
Interest rate swap contracts
|
|
|
8,806
|
|
|
|
8,806
|
|
|
|
-
|
|
|
|
8,806
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
|
|
|
|
|
|
|
|
|
|
September 30, 2018
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
(Dollars in Thousands)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
48,171
|
|
|
$
|
48,171
|
|
|
$
|
48,171
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Certificates of deposit
|
|
|
1,604
|
|
|
|
1,604
|
|
|
|
1,604
|
|
|
|
-
|
|
|
|
-
|
|
Investment and mortgage-backed securities available for sale
|
|
|
306,187
|
|
|
|
306,187
|
|
|
|
37
|
|
|
|
306,150
|
|
|
|
-
|
|
Investment and mortgage-backed securities held to maturity
|
|
|
59,852
|
|
|
|
55,927
|
|
|
|
-
|
|
|
|
55,927
|
|
|
|
-
|
|
Loans receivable, net
|
|
|
602,932
|
|
|
|
598,596
|
|
|
|
-
|
|
|
|
-
|
|
|
|
598,596
|
|
Accrued interest receivable
|
|
|
3,825
|
|
|
|
3,825
|
|
|
|
3,825
|
|
|
|
-
|
|
|
|
-
|
|
Restricted bank stock
|
|
|
7,585
|
|
|
|
7,585
|
|
|
|
7,585
|
|
|
|
-
|
|
|
|
-
|
|
Interest rate swap contracts
|
|
|
225
|
|
|
|
225
|
|
|
|
-
|
|
|
|
225
|
|
|
|
-
|
|
Bank owned life insurance
|
|
|
28,691
|
|
|
|
28,691
|
|
|
|
28,691
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Checking accounts
|
|
|
62,886
|
|
|
|
62,886
|
|
|
|
62,886
|
|
|
|
-
|
|
|
|
-
|
|
Money market deposit accounts
|
|
|
60,686
|
|
|
|
60,686
|
|
|
|
60,686
|
|
|
|
-
|
|
|
|
-
|
|
Passbook, club and statement savings accounts
|
|
|
96,866
|
|
|
|
96,866
|
|
|
|
96,866
|
|
|
|
-
|
|
|
|
-
|
|
Certificates of deposit
|
|
|
563,820
|
|
|
|
569,375
|
|
|
|
-
|
|
|
|
-
|
|
|
|
569,375
|
|
Advances from FHLB -short-term
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
Advances from FHLB -long-term
|
|
|
144,683
|
|
|
|
141,116
|
|
|
|
-
|
|
|
|
-
|
|
|
|
141,116
|
|
Accrued interest payable
|
|
|
3,232
|
|
|
|
3,232
|
|
|
|
3,232
|
|
|
|
-
|
|
|
|
-
|
|
Advances from borrowers for taxes and insurance
|
|
|
2,083
|
|
|
|
2,083
|
|
|
|
2,083
|
|
|
|
-
|
|
|
|
-
|
|
Cash and Cash Equivalents
—For
cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.
Investments and Mortgage-Backed
Securities
—
The fair value of investment securities and mortgage-backed securities is based on quoted market
prices, dealer quotes, and prices obtained from independent pricing services.
Loans Receivable
—
On
a prospective basis, the Company implemented changes to the measurement of the fair value of financial instruments using an exit
price notion for disclosure purposes in the financial statements. The September 30, 2018, fair value of each class of
financial instruments disclosure did not utilize the exit price notion when measuring fair value and, therefore, would not be comparable
to the June 30, 2019 disclosure. The Company estimated the fair value based on guidance from ASC 820-10,
Fair Value
Measurements
, which defines fair value as the price which would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. There is no active observable market
for sale information on community bank loans and, thus, Level 3 fair value procedures were utilized, primarily in the use of present
value techniques incorporating assumptions that market participants would use in estimating fair values.
Accrued Interest Receivable
–
For accrued interest receivable, the carrying amount is a reasonable estimate of fair value.
Restricted Bank (FHLB &
ACBB) Stock
—
Although FHLB and ACBB (Atlantic Community Bankers Bank) stock is an equity interest in the respective
banks, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks
a market. The carrying amount is a reasonable estimate of the fair value.
Bank Owned Life Insurance
—
The
fair value of bank owned life insurance is based on the cash surrender value obtained from an independent advisor that is derivable
from observable market inputs.
Checking Accounts, Money
Market Deposit Accounts, Passbook Accounts, Club Accounts, Statement Savings Accounts, and Certificates of Deposit
—
The
fair value of passbook accounts, club accounts, statement savings accounts, checking accounts, and money market deposit accounts
is the amount reported in the financial statements. The fair value of certificates of deposit is estimated using a discounted cash
flow calculation that applies market rates currently offered for deposits of similar remaining maturity.
Short-term advances from
Federal Home Loan Bank
—
The fair value of advances from FHLB is the amount payable on demand at the reporting
date.
Long-term advances from Federal Home Loan Bank
—
The fair value of advances from FHLB is estimated based on market rates currently offered for advances with similar
remaining maturities.
Accrued Interest Payable
–
For accrued interest payable, the carrying amount is a reasonable estimate of fair value.
Interest Rate Swaps –
The fair values of the interest rate swap contracts are based upon the estimated amount the Company would receive or pay, as applicable,
to terminate the contracts.
Advances from Borrowers
for Taxes and Insurance –
For advances from borrowers for taxes and insurance, the carrying amount is a reasonable
estimate of fair value.
Commitments to Extend Credit
and Letters of Credit
—
The majority of the Company’s commitments to extend credit and letters of credit
carry current market interest rates if converted to loans. Because commitments to extend credit and letters of credit are generally
unassignable by either the Company or the borrower, they only have value to the Company and the borrower. The estimated fair value
approximates the recorded deferred fee amounts, which are not significant.
14.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
The Company’s goodwill
and intangible assets are related to the acquisition of Polonia Bancorp, Inc. on January 1, 2017.
|
|
Balance
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
|
|
October 1,
|
|
|
Additions/
|
|
|
|
|
|
June 30,
|
|
|
Amortization
|
|
|
2018
|
|
|
Adjustments
|
|
|
Amortization
|
|
|
2019
|
|
|
Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
6,102
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,102
|
|
|
|
Core deposit intangible
|
|
|
571
|
|
|
|
-
|
|
|
|
(93
|
)
|
|
|
478
|
|
|
10 years
|
|
|
$
|
6,673
|
|
|
$
|
-
|
|
|
$
|
(93
|
)
|
|
$
|
6,580
|
|
|
|
As of June 30, 2019, the current fiscal
year and the future fiscal periods amortization expense for the core deposit intangible is:
Fiscal year
|
|
|
(In Thousands)
|
|
|
|
|
|
|
2019 (remaining)
|
|
|
$
|
30
|
|
2020
|
|
|
|
108
|
|
2021
|
|
|
|
93
|
|
2022
|
|
|
|
78
|
|
2023
|
|
|
|
64
|
|
Thereafter
|
|
|
|
105
|
|
Total
|
|
|
$
|
478
|
|
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read
in conjunction with our unaudited consolidated financial statements included elsewhere in this Form 10-Q and with our Annual Report
on Form 10-K for the year ended September 30, 2018 (the “Form 10-K”).
Overview.
Prudential Bancorp, Inc.
(the “Company”) was formed by Prudential Bancorp, Inc. of Pennsylvania to become the successor holding company for
Prudential Bank (the “Bank”) (formerly known as Prudential Savings Bank) as a result of the second-step conversion
of Prudential Mutual Holding Company completed in October 2013. The Company’s results of operations are primarily dependent
on the results of the Bank, which is a wholly owned subsidiary of the Company. The Company’s results of operations depend
to a large extent on net interest income, which primarily is the difference between the income earned on its loan and securities
portfolios and the cost of funds, which is the interest paid on deposits and borrowings. Results of operations are also affected
by our provisions for loan losses, non-interest income (which includes impairment charges) and non-interest expense. Non-interest
expense principally consists of salaries and employee benefits, office occupancy expense, depreciation, data processing expense,
payroll taxes and other expenses. Our results of operations are also significantly affected by general economic and competitive
conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in
applicable laws, regulations or government policies may materially impact our financial condition and results of operations. The
Bank is subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”) and the Pennsylvania Department
of Banking and Securities (the “Department”). The Bank’s main office is located in Philadelphia, Pennsylvania,
with nine additional full-service banking offices located in Philadelphia, Delaware and Montgomery Counties in Pennsylvania. The
Bank’s primary business consists of attracting deposits from the general public and using those funds together with borrowings
to originate loans and to invest primarily in U.S. Government and agency securities and mortgage-backed securities. In 2005, the
Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank. In 2006, all mortgage-backed securities then
owned by the Company’s predecessor were transferred to PSB Delaware, Inc. PSB Delaware, Inc.’s activities are included
as part of the consolidated financial statements.
Critical Accounting Policies.
In
reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting
policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our unaudited consolidated
financial statements included in Item 1 hereof as well as in Note 2 to our audited consolidated financial statements included in
the Form 10-K. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and to general practices within the banking industry. Accordingly, the
financial statements require certain estimates, judgments and assumptions, which are believed to be reasonable, based upon the
information available. These estimates and assumptions affect the reported amounts of assets and liabilities as well as contingent
assets and contingent liabilities at the date of the financial statements and the reported amounts of income and expenses during
the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in
fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions
that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition
for the period or in future periods.
Allowance for Loan Losses
. The allowance
for loan losses is established through a provision for loan losses charged to expense. Losses are charged against the allowance
for loan losses when management believes that the collectability in full of the principal of a loan is unlikely. Subsequent recoveries
are added to the allowance. The allowance for loan losses is maintained at a level that management considers adequate to provide
for estimated losses and impairments based upon an evaluation of known and inherent losses in the loan portfolio that are both
probable and reasonable to estimate. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable
value. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to criticized and
classified loans.
Management monitors its allowance for loan
losses at least quarterly and makes adjustments to the allowance through the provision for loan losses as economic conditions and
other pertinent factors indicate. The quarterly review and adjustment of the qualitative factors employed in the allowance methodology
and the updating of historic loss experience allow for timely reaction to emerging conditions and trends. In this context,
a series of qualitative factors are used in a methodology as a measurement of how current circumstances are affecting the loan
portfolio. Included in these qualitative factors are:
|
·
|
Levels of past due, classified, criticized and non-accrual loans, troubled debt restructurings and loan modifications;
|
|
·
|
Nature and volume of loans;
|
|
·
|
Changes in lending policies and procedures, underwriting standards, collections, charge-offs and recoveries and for commercial
loans, the level of loans being approved with exceptions to the Bank’s lending policy;
|
|
·
|
Experience, ability and depth of management and staff;
|
|
·
|
National and local economic and business conditions, including various market segments;
|
|
·
|
Quality of the Bank’s loan review system and the degree of Board oversight;
|
|
·
|
Concentrations of credit and changes in levels of such concentrations; and
|
|
·
|
Effect of external factors on the level of estimated credit losses in the current portfolio.
|
In determining the allowance for loan losses,
management has established a general pooled allowance. Values assigned to the qualitative factors and those developed from historic
loss experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (the general pooled allowance)
and those for criticized and classified loans. The amount of the specific allowance is determined through a loan-by-loan analysis
of certain large dollar commercial real estate loans, construction and land development loans and multi-family loans. Loans not
individually reviewed are evaluated as a group using reserve factor percentages based on historical loss experience and the qualitative
factors described above. In determining the appropriate level of the general pooled allowance, management makes estimates based
on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios and external factors.
Estimates are periodically measured against actual loss experience.
This evaluation is inherently subjective
as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows
on impaired loans, value of collateral, estimated losses on our commercial, construction and residential loan portfolios and historical
loss experience. All of these estimates may be susceptible to significant change.
While management uses the best information
available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and
other conditions or changes in accounting guidance. In addition, the Department and the FDIC, as an integral part of their examination
processes, periodically review our allowance for loan losses. The Department and the FDIC may require the recognition of adjustments
to the allowance for loan losses based on their judgment of information available to them at the time of their examination. To
the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses
may be required that would adversely affect earnings in future periods.
Investment and mortgage-backed securities
available for sale.
Where quoted prices are available in an active market, securities are classified within Level 1 of
the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities
with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain
cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level
3 of the valuation hierarchy. There were no securities with a Level 3 classification as of June 30, 2019 or September 30, 2018.
Management evaluates securities for other-than-temporary
impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. The Company
determines whether the unrealized losses are temporary or are considered other than temporary. The evaluation is based upon
factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance
of the securities. In addition, the Company also considers the likelihood that the security will be required to be sold because
of regulatory concerns, our internal intent not to dispose of the security prior to maturity and whether the entire cost basis
of the security is expected to be recovered. In determining whether the cost basis will be recovered, management evaluates other
facts and circumstances that may be indicative of an “other-than-temporary” impairment condition. This includes,
but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than
cost, and near-term prospects of the issuer.
In addition, certain assets are measured
at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject
to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired
loans and other real estate owned at fair value on a non-recurring basis.
Valuation techniques and models utilized
for measuring financial assets and liabilities are reviewed and validated by the Company at least quarterly.
Derivatives
. The Company uses interest
rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve
the payment of either fixed or variable-rate amounts in exchange for the receipt of variable or fixed-rate amounts from a counterparty,
respectively. The Company uses interest rate swaps to manage its exposure to changes in fair value. Interest rate swaps designated
as fair value hedges involve the receipt of variable-rate payments from a counterparty in exchange for the Company making fixed-rate
payments over the life of the agreements without the exchange of the underlying notional amount.
Income Taxes.
The Company accounts
for income taxes in accordance with U.S. GAAP. The Company records deferred income taxes that reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting
tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business
factors and applicable tax laws. If actual results differ from the assumptions and other considerations used in estimating the
amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods.
In evaluating our ability to recover deferred
tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of
future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal
of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to
make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any
reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax
assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant
impact on our future earnings.
U.S. GAAP prescribes a minimum probability
threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable,
interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated income statement. Assessment
of uncertain tax positions requires careful consideration of the technical merits of a position based on management's analysis
of tax regulations and interpretations. Significant judgment may be involved in the assessment of the tax position.
Forward-looking Statements
. This
Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements include, but are not limited to, expectations or predictions of future financial or business
performance, conditions relating to the Company. These forward-looking statements include statements with respect to the Company’s
beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, that are subject to significant risks
and uncertainties, and are subject to change based on various factors (some of which are beyond the Company’s control). The
words “may,” “could,” “should,” “would,” “will,” “believe,”
“anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions
are intended to identify forward-looking statements.
In addition to factors previously disclosed
in the reports filed by the Company with the Securities and Exchange commission (“SEC”) and those identified elsewhere
in this Form 10-Q, the following factors, among others, could cause actual results to differ materially from forward looking statements
or historical performance: the strength of the United States economy in general and the strength of the local economies in which
the Company conducts its operations; general economic conditions; legislative and regulatory changes; monetary and fiscal policies
of the federal government; changes in tax policies, rates and regulations of federal, state and local tax authorities, including
the effects of the Tax Cuts and Jobs Act (“Tax Reform Act”); changes in interest rates, deposit flows, the cost of
funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's
loan, investment and mortgage-backed securities portfolios; geographic concentration of the Company’s business; fluctuations
in real estate values; the adequacy of loan loss reserves; the risk that goodwill and intangibles recorded in the Company’s
financial statements will become impaired; changes in accounting principles, policies or guidelines and other economic, competitive,
governmental and technological factors affecting the Company’s operations, markets, products, services and fees; and the
success of the Company at managing the risks involved in the foregoing.
The Company does not undertake to update
any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company to reflect
events or circumstances occurring after the date of this Form 10-Q.
For a complete discussion of the assumptions,
risks and uncertainties related to our business, readers are encouraged to review the Company’s filings with the SEC, including
the “Risk Factors” section in the Company’s most recent Form 10-K, as supplemented by its quarterly or other
reports subsequently filed with the SEC.
Market Overview.
The economy continued to improve during
2019 and 2018.
The Company continues to focus on the credit
quality of its customers, closely monitoring the financial status of borrowers throughout the Company’s markets, gathering
information, working on early detection of potential problems, taking pre-emptive steps where necessary and performing the analysis
required to maintain adequate reserves for loan losses.
The Company continues to maintain capital
well in excess of regulatory requirements.
The following discussion provides further
details on the financial condition of the Company at June 30, 2019 and September 30, 2018, and the results of operations for the
three and nine months ended June 30, 2019 and 2018.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2019 AND SEPTEMBER
30, 2018
At June 30, 2019, the Company had total
assets of $1.2 billion, as compared to $1.1 billion at September 30, 2018, an increase of 10.2%. At June 30, 2019, the investment
portfolio had increased by $129.3 million to $495.3 million as compared to $366.1 million at September 30, 2018 primarily as a
result of the purchase of U.S. government agency mortgage-backed securities. Net loans receivable decreased slightly by $16.4 million
to $586.5 million at June 30, 2019 from $602.9 million at September 30, 2018. Competition for quality commercial real estate and
construction loans remains intense.
Total liabilities increased by $103.8 million
to $1.1 billion at June 30, 2019 from $952.8 million at September 30, 2018. At June 30, 2019, the Company had FHLB advances outstanding
of $301.3 million as compared to $154.7 million at September 30, 2018. The increase in the level of borrowings was primarily due
to the match funding of purchases of investment securities in order to lock in the yield with minimal interest rate risk as part
of the Company’s asset/liability management. All of the borrowings had maturities of less than six years. Total deposits
decreased $54.7 million, as the Company sought to decrease its holdings in higher costing wholesale certificates of deposit in
favor of lower costing, longer-term FHLB advances.
Total stockholders’ equity increased
by $6.3 million to $134.7 million at June 30, 2019 from $128.4 million at September 30, 2018. The increase was primarily due to
net income of $6.9 million combined with a $6.9 million increase in the appreciation in the fair market value of available for
sale securities due to decreased market rates of interest. These increases were partially offset by dividend payments of $5.3 million,
including $4.0 million related to the special $0.45 per share dividend, and net treasury stock repurchases, net of equity benefit
plan activity, of $2.0 million.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE
MONTHS ENDED JUNE 30, 2019 AND 2018
Net income.
The Company reported
net income of $2.6 million, or $0.30 per basic share and $0.29 per diluted share, for the quarter ended June 30, 2019 as compared
to $2.4 million, or $0.28 per basic and $0.26 per diluted share, for the same quarter in fiscal 2018. For the nine months ended
June 30, 2019, the Company reported net income of $6.9 million, or $0.79 per basic share and $0.78 per diluted share as compared
to $4.6 million, or $0.52 per basic and $0.50 per diluted share, for the same period in fiscal 2018.
Net interest income.
For the three
months ended June 30, 2019, net interest income was stable at $6.2 million as compared to the same period in fiscal 2018. The income
reflected a $2.3 million, or 26.2%, increase in interest income, effectively offset by an increase of $2.3 million, or 86.8%, in
interest paid on deposits and borrowings. The increase in interest income between the periods was primarily due to the increase
in the weighted average balance of earning assets combined with the effects of a rising rate environment. It also reflected the
shift in the Bank’s lending emphasis to increasing its investment in commercial real estate and construction loans, which
generally produce higher yields than those obtained on residential loans. The average balance of interest-earning assets for the
quarter ended June 30, 2019 increased by $194.7 million, or 21.0%, to $1.1 billion from the comparable period in 2018. The yield
on interest-earning assets increased by 17 basis points, to 4.04% for the quarter ended June 30, 2019 from the comparable period
in 2018. However, during the same period the weighted average cost of borrowings and deposits increased to 1.99% from 1.30% for
the comparable period in 2018 due primarily to increases in market rates of interest. For the nine months ended June 30, 2019,
net interest income remained stable at $18.6 million as compared to the same period in fiscal 2018. The increase in interest income
of $7.1 million, or 28.0%, was offset by a $7.1 million, or 105.7%, increase in interest paid on deposits and borrowings. As with
the third quarter, the increase in interest income was primarily due to the increase in the weighted average balance of earning
assets, the shift in emphasis to increased investment in commercial real estate and construction loans and a rising interest rate
environment. The average balance of interest-earning assets increased by $201.9 million, or 22.5%, from the comparable period in
2018. The yield on interest-earning assets increased by 17 basis points, to 3.94% for the nine months ended June 30, 2019 from
the comparable period in 2018. The weighted average cost of borrowings and deposits increased to 1.88% during the nine months ended
June 30, 2019 from 1.12% during the comparable period in 2018 primarily due to increases in market rates of interest, reflecting
in part the competitive market for deposits, particularly time deposits, in the areas in which the Company operates.
For the three and nine months ended June
30, 2019, the net interest margin was 2.22% and 2.26%, respectively, compared to 2.70% and 2.77% for the same periods in fiscal
2018, respectively. The margin compression experienced in the 2019 periods reflected in large part the higher funding costs resulting
from the increases in the federal funds rates combined with a competitive market for funding deposits, especially locally sourced
retail deposits. Asset yields have not risen as quickly as liability costs in response to the rising interest rate environment
exacerbated by the competitive market for funding sources, especially locally sourced deposits.
Average balances, net interest income,
and yields earned and rates paid.
The following table shows for the periods indicated the total dollar amount of interest earned
from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities
and the resulting costs, expressed both in dollars and rates, the interest rate spread and the net interest margin. Average yields
and rates have been annualized. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances
are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages
would be.
|
|
Three Months
|
|
|
|
Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Balance
|
|
|
Interest
|
|
|
(1)
|
|
|
Balance
|
|
|
Interest
|
|
|
(1)
|
|
|
|
(Dollars in Thousands)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities
|
|
$
|
182,315
|
|
|
$
|
1,723
|
|
|
|
3.79
|
%
|
|
$
|
155,646
|
|
|
$
|
1,258
|
|
|
|
3.24
|
%
|
Mortgage-backed securities
|
|
|
315,571
|
|
|
|
2,536
|
|
|
|
3.22
|
|
|
|
154,717
|
|
|
|
1,060
|
|
|
|
2.75
|
|
Loans receivable(2)
|
|
|
587,703
|
|
|
|
6,752
|
|
|
|
4.61
|
|
|
|
596,252
|
|
|
|
6,485
|
|
|
|
4.36
|
|
Other interest-earning assets
|
|
|
34,720
|
|
|
|
262
|
|
|
|
3.03
|
|
|
|
19,038
|
|
|
|
128
|
|
|
|
2.70
|
|
Total interest-earning assets
|
|
|
1,120,309
|
|
|
|
11,273
|
|
|
|
4.04
|
|
|
|
925,653
|
|
|
|
8,931
|
|
|
|
3.87
|
|
Cash and non interest-bearing balances
|
|
|
2,313
|
|
|
|
|
|
|
|
|
|
|
|
2,433
|
|
|
|
|
|
|
|
|
|
Other non interest-earning assets
|
|
|
70,862
|
|
|
|
|
|
|
|
|
|
|
|
46,489
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,193,484
|
|
|
|
|
|
|
|
|
|
|
$
|
974,575
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
83,898
|
|
|
|
8
|
|
|
|
0.04
|
|
|
$
|
106,256
|
|
|
|
137
|
|
|
|
0.52
|
|
Money market deposit and NOW accounts
|
|
|
133,856
|
|
|
|
266
|
|
|
|
0.80
|
|
|
|
115,467
|
|
|
|
60
|
|
|
|
0.21
|
|
Certificates of deposit
|
|
|
543,506
|
|
|
|
3,080
|
|
|
|
2.27
|
|
|
|
456,988
|
|
|
|
1,735
|
|
|
|
1.52
|
|
Total deposits
|
|
|
761,260
|
|
|
|
3,354
|
|
|
|
1.77
|
|
|
|
678,711
|
|
|
|
1,932
|
|
|
|
1.14
|
|
Advances from Federal Home Loan Bank
|
|
|
258,527
|
|
|
|
1,703
|
|
|
|
2.64
|
|
|
|
152,234
|
|
|
|
776
|
|
|
|
2.04
|
|
Advances from borrowers for taxes and insurance
|
|
|
2,439
|
|
|
|
1
|
|
|
|
0.16
|
|
|
|
2,627
|
|
|
|
1
|
|
|
|
0.15
|
|
Total interest-bearing liabilities
|
|
|
1,022,226
|
|
|
|
5,058
|
|
|
|
1.98
|
|
|
|
833,572
|
|
|
|
2,709
|
|
|
|
1.30
|
|
Non interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest-bearing demand accounts
|
|
|
14,798
|
|
|
|
|
|
|
|
|
|
|
|
14,747
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
16,593
|
|
|
|
|
|
|
|
|
|
|
|
1,281
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,053,617
|
|
|
|
|
|
|
|
|
|
|
|
849,600
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
139,867
|
|
|
|
|
|
|
|
|
|
|
|
124,975
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,193,484
|
|
|
|
|
|
|
|
|
|
|
$
|
974,575
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets
|
|
$
|
98,083
|
|
|
|
|
|
|
|
|
|
|
$
|
92,081
|
|
|
|
|
|
|
|
|
|
Net interest income; interest rate spread
|
|
|
|
|
|
$
|
6,215
|
|
|
|
2.05
|
%
|
|
|
|
|
|
$
|
6,222
|
|
|
|
2.57
|
%
|
Net interest margin(3)
|
|
|
|
|
|
|
|
|
|
|
2.23
|
%
|
|
|
|
|
|
|
|
|
|
|
2.70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
109.59
|
%
|
|
|
|
|
|
|
|
|
|
|
111.05
|
%
|
|
|
|
|
|
|
Nine Months
|
|
|
|
Ended June 30,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Balance
|
|
|
Interest
|
|
|
(1)
|
|
|
Balance
|
|
|
Interest
|
|
|
(1)
|
|
|
|
(Dollars in Thousands)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities
|
|
$
|
187,128
|
|
|
$
|
4,963
|
|
|
|
3.55
|
%
|
|
$
|
147,451
|
|
|
$
|
3,403
|
|
|
|
3.09
|
%
|
Mortgage-backed securities
|
|
|
283,345
|
|
|
|
6,844
|
|
|
|
3.23
|
|
|
|
142,651
|
|
|
|
2,754
|
|
|
|
2.58
|
|
Loans receivable(2)
|
|
|
586,940
|
|
|
|
19,936
|
|
|
|
4.54
|
|
|
|
585,277
|
|
|
|
18,853
|
|
|
|
4.31
|
|
Other interest-earning assets
|
|
|
42,324
|
|
|
|
666
|
|
|
|
2.10
|
|
|
|
22,414
|
|
|
|
312
|
|
|
|
1.86
|
|
Total interest-earning assets
|
|
|
1,099,737
|
|
|
|
32,409
|
|
|
|
3.94
|
|
|
|
897,793
|
|
|
|
25,322
|
|
|
|
3.77
|
|
Cash and non interest-bearing balances
|
|
|
2,203
|
|
|
|
|
|
|
|
|
|
|
|
2,354
|
|
|
|
|
|
|
|
|
|
Other non interest-earning assets
|
|
|
49,739
|
|
|
|
|
|
|
|
|
|
|
|
44,829
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,151,679
|
|
|
|
|
|
|
|
|
|
|
$
|
944,976
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
87,000
|
|
|
|
113
|
|
|
|
0.17
|
|
|
$
|
107,056
|
|
|
|
252
|
|
|
|
0.31
|
|
Money market deposit and NOW accounts
|
|
|
122,048
|
|
|
|
600
|
|
|
|
0.66
|
|
|
|
121,347
|
|
|
|
161
|
|
|
|
0.18
|
|
Certificates of deposit
|
|
|
570,365
|
|
|
|
9,219
|
|
|
|
2.16
|
|
|
|
433,296
|
|
|
|
4,498
|
|
|
|
1.39
|
|
Total deposits
|
|
|
779,413
|
|
|
|
9,932
|
|
|
|
1.70
|
|
|
|
661,699
|
|
|
|
4,911
|
|
|
|
0.99
|
|
Advances from Federal Home Loan Bank
|
|
|
202,909
|
|
|
|
3,920
|
|
|
|
2.58
|
|
|
|
137,061
|
|
|
|
1,821
|
|
|
|
1.78
|
|
Advances from borrowers for taxes and insurance
|
|
|
2,328
|
|
|
|
3
|
|
|
|
0.17
|
|
|
|
2,522
|
|
|
|
4
|
|
|
|
0.21
|
|
Total interest-bearing liabilities
|
|
|
984,650
|
|
|
|
13,855
|
|
|
|
1.88
|
|
|
|
801,282
|
|
|
|
6,736
|
|
|
|
1.12
|
|
Non interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non interest-bearing demand accounts
|
|
|
15,111
|
|
|
|
|
|
|
|
|
|
|
|
12,233
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
18,143
|
|
|
|
|
|
|
|
|
|
|
|
1,196
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,017,904
|
|
|
|
|
|
|
|
|
|
|
|
814,711
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
133,775
|
|
|
|
|
|
|
|
|
|
|
|
130,265
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,151,679
|
|
|
|
|
|
|
|
|
|
|
$
|
944,976
|
|
|
|
|
|
|
|
|
|
Net interest-earning assets
|
|
$
|
115,087
|
|
|
|
|
|
|
|
|
|
|
$
|
96,511
|
|
|
|
|
|
|
|
|
|
Net interest income; interest rate spread
|
|
|
|
|
|
$
|
18,554
|
|
|
|
2.06
|
%
|
|
|
|
|
|
$
|
18,586
|
|
|
|
2.65
|
%
|
Net interest margin(3)
|
|
|
|
|
|
|
|
|
|
|
2.26
|
%
|
|
|
|
|
|
|
|
|
|
|
2.77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
111.69
|
%
|
|
|
|
|
|
|
|
|
|
|
112.04
|
%
|
|
|
|
|
(1) Yields and rates for the
three and nine month periods are annualized.
(2) Includes non-accrual loans.
Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and the allowance for loan losses.
(3) Equals net interest income
divided by average interest-earning assets.
Provision for loan losses.
The Company
recorded no provision for loan losses for the three and nine months ended June 30, 2019, respectively, compared to provisions for
loan losses of $325,000 and $685,000, respectively, for the same periods in fiscal 2018
The allowance for loan losses totaled $5.3
million, or 0.9% of total loans and 39.4% of total non-performing loans (which included loans acquired from Polonia Bancorp, Inc.
as of January 1, 2017 at their fair value) at June 30, 2019 as compared to $5.2 million, or 0.9% of total loans and 32.1% of total
non-performing loans at September 30, 2018. The Company believes that the allowance for loan losses at June 30, 2019 was sufficient
to cover all inherent and known losses associated with the loan portfolio at such date.
The Company’s methodology for assessing
the adequacy of the allowance establishes both specific and general pooled allocations of the allowance. Loans are assigned
ratings, either individually for larger credits or in homogeneous pools, based on an internally developed grading system. The
resulting determinations are reviewed and approved by senior management.
At June 30, 2019, the Company’s non-performing
assets totaled $13.7 million or 1.2% of total assets as compared to $14.4 million or 1.3% of total assets at September 30, 2018.
Non-performing assets at June 30, 2019 included five construction loans aggregating $8.8 million, 19 one-to-four family residential
loans aggregating $3.0 million, and five commercial real estate loans aggregating $1.5 million. Non-performing assets at June 30,
2019 also included other real estate owned consisting of one single-family residential property with an aggregate carrying value
of $423,000. At June 30, 2019, the Company had nine loans aggregating $6.0 million that were classified as troubled debt restructurings
(“TDRs”). Five of such loans aggregating $633,000 were performing as of June 30, 2019 in accordance with their restructured
terms and were accruing interest. One TDR is on non-accrual and consists of a $437,000 loan secured by a single-family property.
The three remaining TDRs totaling $4.9 million are also classified as non-accrual and are a part of a lending relationship totaling
$10.6 million (after taking into account the previously disclosed $1.9 million write-down recognized during the quarter ending
June 30, 2017 related to this borrowing relationship). The primary project of the borrower (the development of a 169-unit townhouse
project in Bristol Borough, Pennsylvania) is the subject of litigation between the Bank and the borrower. As previously disclosed,
subsequent to the commencement of the litigation, the borrower filed for bankruptcy under Chapter 11 (Reorganization) of the federal
bankruptcy code in June 2017. The Bank has moved the underlying litigation noted above with the borrower and the Bank from state
court to the federal bankruptcy court in which the bankruptcy proceeding is being heard. The state litigation is stayed pending
the resolution of the bankruptcy proceedings.
At June 30, 2019, the Company had $2.5
million of loans delinquent 30-89 days as to interest and/or principal. Such amount consisted of twelve one-to-four family residential
loans totaling $2.4 million and one consumer loan totaling $56,000.
At June 30, 2019, the Company also had
a total of 24 loans aggregating $7.1 million that had been designated “special mention”. These loans consist of 17
one-to-four family residential loans totaling $2.7 million, six commercial real estate loans totaling $4.0 million and one multi-family
loan totaling $324,000. At September 30, 2018, we had a total of 26 loans aggregating $4.7 million designated as “special
mention”.
The following table shows the amounts of
non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due as to principal and/or interest and
real estate owned) as of June 30, 2019 and September 30, 2018. At neither date did the Company have any accruing loans 90 days
or more past due that were accruing.
|
|
June 30,
2019
|
|
|
September 30,
2018
|
|
|
|
(Dollars in Thousands)
|
|
Non-accruing loans:
|
|
|
|
|
|
|
|
|
One-to-four family residential
|
|
$
|
3,005
|
|
|
$
|
3,012
|
|
Commercial real estate
|
|
|
1,474
|
|
|
|
1,627
|
|
Construction and land development
|
|
|
8,750
|
|
|
|
8,750
|
|
Total non-accruing loans
|
|
|
13,229
|
|
|
|
13,389
|
|
Other real estate owned, net: (1)
|
|
|
423
|
|
|
|
1,026
|
|
Total non-performing assets
|
|
$
|
13,652
|
|
|
$
|
14,415
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans as a percentage of loans, net
|
|
|
2.30
|
%
|
|
|
2.65
|
%
|
Total non-performing loans as a percentage of total assets
|
|
|
1.11
|
%
|
|
|
1.24
|
%
|
Total non-performing assets as a percentage of total assets
|
|
|
1.17
|
%
|
|
|
1.33
|
%
|
|
(1)
|
Other real estate owned balances are shown net of related loss allowances and consist solely of real property.
|
Non-interest income
. Non-interest
income amounted to $1.2 million and $2.1 million for the three and nine month periods ended June 30, 2019, respectively, compared
to $985,000 and $2.0 million, respectively, for the comparable periods in fiscal 2018. The increase experienced in both of the
2019 periods was primarily attributable to the recognition of gain on sale of investments in the 2019 periods. The effect of this
increase was partially offset by decreased income from interest rate swaps during the three and nine months ended June 30, 2019.
Non-interest expense.
For the three
and nine month periods ended June 30, 2019, non-interest expense increased $419,000 or 11.1% and $645,000 or 5.5%, respectively,
compared to the same periods in fiscal 2018. Non-interest expense increased in the fiscal 2019 periods due in part to the hiring
of additional personnel in our lending operations, normal salary increases combined with increases in benefit plan expenses and
an increase in FDIC deposit insurance expense. Partially offsetting these increases were decreases in professional fees and occupancy
expense as the Company maintained its focus on continued implementation of operating efficiencies.
Income tax expense
. For the three
month period ended June 30, 2019, the Company recorded a tax expense of $582,000, compared to a tax expense of $676,000 for the
same period in fiscal 2018. For the nine month period ended June 30, 2019, the Company recorded an income tax expense of $1.4 million
as compared to a tax expense of $3.6 million for the same period in fiscal 2018. The reduction in the third quarter of fiscal 2019,
primarily reflected the benefit throughout fiscal 2019 associated with the fully implemented decrease in the federal statutory
income tax rate, effective January 1, 2018. The $3.6 million tax expense for the nine months ended June 30, 2018 included a one-time
charge of $1.8 million related to a re-evaluation of the Company’s deferred tax assets due to the tax legislation enacted
in December 2017 that reduced the statutory federal income tax rate from 35% to 21%.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity, represented
by cash and cash equivalents, is a product of its operating, investing and financing activities. Our primary sources of funds are
deposits, scheduled principal and interest payments on loans, loan prepayments and the maturity of loans, mortgage-backed securities
and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed
securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan and securities
prepayments can be greatly influenced by market rates of interest, economic conditions and competition. We also maintain excess
funds in short-term, interest-earning assets that provide additional liquidity. At June 30, 2019, our cash and cash equivalents
amounted to $38.1 million. In addition, our available-for-sale investment securities amounted to an aggregate of $438.2 million
at such date.
We use our liquidity to fund existing and
future loan commitments, to invest in other interest-earning assets, to fund maturing certificates of deposit and demand deposit
withdrawals, and to meet operating expenses. At June 30, 2019, the Company had $50.8 million in outstanding commitments to originate
loans, not including loans in process. The Company also had undisbursed loans in process (related to its construction and land
development loans) and commitments under unused lines of credit totaling $150.7 million and letters of credit outstanding of $1.6
million at June 30, 2019. Certificates of deposit as of June 30, 2019 that are maturing within one year or less totaled $379.7
million.
In addition to cash flows from loan and
securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity
available to fund liquidity needs should the need arise. Our borrowings consist solely of advances from the Federal Home Loan Bank
of Pittsburgh (“FHLB”), of which we are a member. Under terms of the collateral agreement with the FHLB, we pledge
residential mortgage loans as well as our stock in the FHLB as collateral for such advances. At June 30, 2019, we had $301.3 million
in outstanding FHLB advances and had the ability to obtain an additional $207.8 million in FHLB advances. Additional borrowing
capacity with the FHLB could be obtained with the pledging of certain investment securities. The Bank has also obtained approval
to borrow from the Federal Reserve Bank discount window.
We anticipate that we will continue to
have sufficient funds and alternative funding sources to meet our current commitments.
The following table summarizes the Company’s
and Bank’s regulatory capital ratios as of June 30, 2019 and September 30, 2018 and compares them to current regulatory guidelines.
The Company is not subject to capital ratios imposed by Basel III on bank holding companies because the Company is deemed to be
a small bank holding company.
|
|
|
|
|
|
|
|
To Be
|
|
|
|
|
|
|
|
|
|
Well Capitalized
|
|
|
|
|
|
|
Required for
|
|
|
Under Prompt
|
|
|
|
|
|
|
Capital Adequacy
|
|
|
Corrective Action
|
|
|
|
Actual Ratio
|
|
|
Purposes
|
|
|
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
10.90
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The Bank
|
|
|
10.73
|
%
|
|
|
4.0
|
%
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 common (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
18.85
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The Bank
|
|
|
18.57
|
%
|
|
|
4.5
|
%
|
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
18.85
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The Bank
|
|
|
18.57
|
%
|
|
|
6.0
|
%
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
19.71
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The Bank
|
|
|
19.43
|
%
|
|
|
8.0
|
%
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
12.51
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
|
11.86
|
%
|
|
|
4.0
|
%
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 common (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company
|
|
|
19.74
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
The Bank
|
|
|
18.73
|
%
|
|
|
4.5
|
%
|
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
19.74
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
|
18.73
|
%
|
|
|
6.0
|
%
|
|
|
8.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
20.58
|
%
|
|
|
N/A
|
|
|
|
N/A
|
|
Bank
|
|
|
19.56
|
%
|
|
|
8.0
|
%
|
|
|
10.0
|
%
|
IMPACT OF INFLATION AND CHANGING PRICES
The financial statements, accompanying
notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting
principles which require the measurement of financial position and operating results in terms of historical dollars, without considering
changes in the relative purchasing power of money over time due to inflation.
Unlike most industrial companies, substantially
all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant
impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily
move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation
to a larger extent than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Company's
assets and liabilities are critical to the maintenance of acceptable performance levels.
How We Manage Market Risk
. Market
risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk
which is inherent in our lending, investment and deposit gathering activities. To that end, management actively monitors and manages
interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage
credit risk through our loan underwriting and oversight policies.
The principal objective of our interest
rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level
of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives,
and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates
while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating
strategies. We have established an Asset/Liability Committee which is comprised of our President and Chief Executive Officer, Chief
Financial Officer, Chief Lending Officer, Treasurer and Controller. The Asset/Liability Committee meets on a regular basis and
is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts
in interest rates are uncertainties that could have a negative impact on future earnings.
In recent years, as a part of our asset/liability
management strategy we primarily have reduced our investment in longer term fixed-rate callable agency bonds, increased our origination
or purchase of hybrid adjustable-rate single-family residential mortgage loans, commercial real estate and construction loans and
increased our portfolio of step-up callable agency bonds and agency issued collateralized mortgage-backed securities (“CMOs”)
with short effective lives. In addition, we recently implemented interest rate swaps to reduce funding cost for a five year period.
However, notwithstanding the foregoing steps, we remain subject to a significant level of interest rate risk in a low interest
rate environment due to the high proportion of our loan portfolio that consists of fixed-rate loans as well as our decision in
prior periods to invest a significant amount of our assets in long-term, fixed-rate investment and mortgage-backed securities.
Gap Analysis.
The matching of assets
and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive”
and by monitoring the Company’s interest rate sensitivity “gap.” An asset or liability is said to be interest
rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period
and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive
when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a
period of rising interest rates, a negative gap would tend to affect adversely net interest income while a positive gap would tend
to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend
to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income.
The following table sets forth the amounts
of our interest-earning assets and interest-bearing liabilities outstanding at June 30, 2019, which we expect, based upon certain
assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below,
the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with
the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of
the projected repricing of assets and liabilities at June 30, 2019 on the basis of contractual maturities, anticipated prepayments,
and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table
reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments
of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans. Annual
prepayment rates for variable-rate and fixed-rate single-family, multi-family residential and commercial mortgage loans are assumed
to range from 7.1% to 33.6%. The annual prepayment rate for mortgage-backed securities is assumed to range from 0.9% to 18.0%.
For savings accounts, checking accounts and money markets, the decay rates vary on an annual basis over a ten year period.
|
|
|
|
|
More than
|
|
|
More than
|
|
|
More than
|
|
|
|
|
|
|
|
|
|
3 Months
|
|
|
3 Months
|
|
|
1 Year
|
|
|
3 Years
|
|
|
More than
|
|
|
Total
|
|
|
|
or Less
|
|
|
to 1 Year
|
|
|
to 3 Years
|
|
|
to 5 Years
|
|
|
5 Years
|
|
|
Amount
|
|
|
|
(Dollars in Thousands)
|
|
Interest-earning assets(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment and mortgage-backed securities(2)
|
|
$
|
23,433
|
|
|
$
|
71,607
|
|
|
$
|
125,749
|
|
|
$
|
83,457
|
|
|
$
|
185,760
|
|
|
$
|
490,006
|
|
Loans receivable(3)
|
|
|
166,260
|
|
|
|
70,899
|
|
|
|
140,843
|
|
|
|
101,703
|
|
|
|
106,802
|
|
|
|
586,507
|
|
Other interest-earning assets(4)
|
|
|
35,998
|
|
|
|
-
|
|
|
|
1,604
|
|
|
|
747
|
|
|
|
-
|
|
|
|
38,349
|
|
Total interest-earning assets
|
|
$
|
225,691
|
|
|
$
|
142,506
|
|
|
$
|
268,196
|
|
|
$
|
185,907
|
|
|
$
|
292,562
|
|
|
$
|
1,114,862
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
$
|
2,612
|
|
|
$
|
8,130
|
|
|
$
|
13,463
|
|
|
$
|
12,686
|
|
|
$
|
45,850
|
|
|
$
|
82,741
|
|
Money market deposit and NOW accounts
|
|
|
4,372
|
|
|
|
13,118
|
|
|
|
21,493
|
|
|
|
17,285
|
|
|
|
77,959
|
|
|
|
134,227
|
|
Certificates of deposit
|
|
|
76,260
|
|
|
|
165,256
|
|
|
|
68,277
|
|
|
|
187,166
|
|
|
|
-
|
|
|
|
496,959
|
|
Advances from FHLB
|
|
|
10,411
|
|
|
|
19,277
|
|
|
|
95,189
|
|
|
|
156,389
|
|
|
|
20,000
|
|
|
|
301,266
|
|
Advances from borrowers for taxes and insurance
|
|
|
3,533
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,533
|
|
Total interest-bearing liabilities
|
|
$
|
97,188
|
|
|
$
|
205,781
|
|
|
$
|
198,422
|
|
|
$
|
373,526
|
|
|
$
|
143,809
|
|
|
$
|
1,018,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
less interest-bearing liabilities
|
|
$
|
128,503
|
|
|
$
|
(63,275
|
)
|
|
$
|
69,774
|
|
|
$
|
(187,619
|
)
|
|
$
|
148,753
|
|
|
$
|
96,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest-rate sensitivity gap (5)
|
|
$
|
128,503
|
|
|
$
|
65,228
|
|
|
$
|
135,002
|
|
|
$
|
(52,617
|
)
|
|
$
|
96,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest-rate gap as a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
percentage of total assets at June 30 , 2019
|
|
|
10.78
|
%
|
|
|
5.48
|
%
|
|
|
11.33
|
%
|
|
|
-4.42
|
%
|
|
|
8.07
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as a percentage of cumulative interest-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
bearing liabilities at June 30, 2019
|
|
|
232.22
|
%
|
|
|
121.53
|
%
|
|
|
126.93
|
%
|
|
|
93.99
|
%
|
|
|
109.44
|
%
|
|
|
|
|
(1)
|
Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a
result of anticipated prepayments, scheduled rate adjustments and contractual maturities.
|
(2)
|
For purposes of the gap analysis, investment securities are reflected at amortized cost.
|
(3)
|
For purposes of the gap analysis, loans receivable includes non-performing loans and is gross of the allowance for loan losses
and unamortized deferred loan fees, but net of the undisbursed portion of loans-in-process.
|
(5)
|
Cumulative interest-rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.
|
Certain shortcomings are inherent in the
method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities
or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types
may lag behind changes in market rates. Additionally, certain assets, such as variable-rate loans, have features which restrict
changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of a change in interest
rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally,
the ability of many borrowers to service their variable-rate loans may be adversely affected in the event of an interest rate increase.
Net Portfolio Value Analysis.
Our
interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the changes in
our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash
flows from assets, liabilities and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as
the NPV in that scenario divided by the market value of assets in the same scenario. The “Sensitivity Measure” is the
decline in the NPV ratio, in basis points, caused by a 2% increase or decrease in rates, whichever produces a larger decline. The
following table sets forth our NPV as of June 30, 2019 and reflects the changes to NPV as a result of immediate and sustained changes
in interest rates as indicated.
Change in
|
|
|
|
|
|
NPV as % of Portfolio
|
|
Interest Rates
|
|
|
Net Portfolio Value
|
|
|
Value of Assets
|
|
In Basis Points
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Rate Shock)
|
|
|
Amount
|
|
|
$ Change
|
|
|
% Change
|
|
|
NPV Ratio
|
|
|
Change
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300
|
|
|
$
|
119,131
|
|
|
$
|
(40,592
|
)
|
|
|
(25.41
|
)%
|
|
|
10.91
|
%
|
|
|
(2.61
|
)%
|
|
200
|
|
|
|
132,979
|
|
|
|
(26,744
|
)
|
|
|
(16.74
|
)%
|
|
|
11.87
|
%
|
|
|
(1.65
|
)%
|
|
100
|
|
|
|
146,343
|
|
|
|
(13,380
|
)
|
|
|
(8.38
|
)%
|
|
|
12.68
|
%
|
|
|
(0.84
|
)%
|
|
Static
|
|
|
|
159,723
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13.52
|
%
|
|
|
-
|
|
|
(100)
|
|
|
|
154,186
|
|
|
|
(5,537
|
)
|
|
|
(3.47
|
)%
|
|
|
12.90
|
%
|
|
|
(0.62
|
)%
|
|
(200)
|
|
|
|
140,601
|
|
|
|
(19,122
|
)
|
|
|
(11.97
|
)%
|
|
|
11.75
|
%
|
|
|
(1.77
|
)%
|
|
(300)
|
|
|
|
155,041
|
|
|
|
(4,682
|
)
|
|
|
(2.93
|
)%
|
|
|
12.69
|
%
|
|
|
(0.83
|
)%
|
At September 30, 2018, the Company’s
NPV was $163.6 million or 15.18% of the market value of assets. Following a 200 basis point increase in interest rates, the Company’s
“post shock” NPV would be $123.0 million or 12.3% of the market value of assets.
As is the case with the GAP table, certain
shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV requires
the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in
market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities
existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change
in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific
assets and liabilities. Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular
point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest
rates on net interest income and will differ from actual results.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
At June 30, 2019, there had not been any
material change to the market risk disclosure contained in the Company’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2018 (“2018 Annual Report”), set forth in Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operation –Exposure to Changes in Interest Rates.”
ITEM 4. CONTROLS AND PROCEDURES
Our management evaluated, with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on
such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of period covered by
this report, our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and regulations and are operating in an effective manner.
No change in our internal control over financial reporting (as
defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
As previously disclosed in the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, on June 30, 2016, Island View Properties, Inc., trading as Island
View Crossing II, LP (“Island View Crossing”), and Renato J. Gualtieri (collectively, the “Gualtieri Parties”)
filed suit (the “Philadelphia Litigation”) in the Court of Common Pleas, Philadelphia, Pennsylvania (the “Court”),
against the Bank seeking damages in an amount in excess of $27.0 million. The lawsuit asserts allegations related to a loan granted
by the Bank to the Gualtieri Parties to develop a 169-unit townhouse and condominium project located in Bristol Borough in Bucks
County, Pennsylvania (the “Project”).
In May 2016, the Bank filed a motion with
the court seeking to dismiss the majority of claims asserted in the Philadelphia Litigation. In August 2016, the Court dismissed
a majority of the Gualtieri Parties’ claims. The Bank has also counterclaimed against the Gualtieri Parties for failure to
satisfy the nine loans extended thereto and for failure to complete the Project.
After commencement of the Philadelphia
Litigation, the Bank filed Complaints for Confession against the Gualtieri Parties and certain other entities affiliated with Renato
J. Gualtieri (“Gualtieri Parties and Affiliated Entities”) based on the claimed defaults under the nine loans issued
by the Bank. The Bank has also filed foreclosure actions with regard to the commercial properties collateralizing the loans issued
to the Gualtieri Parties and Affiliated Entities. These actions are currently stayed pending the resolution of the litigation pending
in the bankruptcy court as described below.
Shortly after the Court lifted the stay
in the Philadelphia Litigation, the Gualtieri Parties and Affiliated Entities filed for bankruptcy under Chapter 11. The Bank has
removed the underlying Philadelphia Litigation from state court to the federal bankruptcy court.
Within the bankruptcy, Island View Crossing,
as the debtor and the Chapter 11 Trustee, filed a separate adversary proceeding against the Bank seeking to avoid certain collateral
mortgages made by Island View Crossing as well as seeking to avoid certain loans made to Island View Crossing including, but not
limited to, a $1.4 million loan and a $5.5 million loan. The complaint was filed on or about December 3, 2018. Given the relatively
early stages of the case and the complaint just being filed, we are unable to determine the likelihood of an unfavorable outcome
at this time. The Bank, however, believes it meritorious defenses to the claims and intends to vigorously defend against the claims.
Prudential Bancorp is involved in various
legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation
counsel, does not believe that such proceedings will have a material adverse effect on the financial condition or operations of
Prudential Bancorp. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will
not be decided adversely to the Company's interests and have a material adverse effect on the financial condition and operations
of the Company.
Item 1A. Risk Factors
In addition to the other information set
forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the
Company’s 2018 Annual Report, as such factors could materially affect the Company’s business, financial condition,
or future results of operations. As of June 30, 2019, no material changes have occurred to the risk factors of the Company as reported
in the 2018 Annual Report. The risks described in the 2018 Annual Report are not the only risks that the Company faces. Additional
risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have
a material adverse impact on the Company’s business, financial conditions, or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
(a)
|
and (b) Not applicable.
|
|
(c)
|
The Company’s repurchase of equity securities for the three months ended June 30, 2019 were as follows:
|
Period
|
|
Total Number
of Shares
Purchased
|
|
|
Average
Price Paid
Per Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
|
|
Maximum Number of
Shares that May Yet
Purchased Under Plans
or Programs (1)
|
|
April 1 - 30, 2019
|
|
|
14,600
|
|
|
$
|
17.42
|
|
|
|
14,600
|
|
|
|
871,700
|
|
May 1 - 31, 2019
|
|
|
13,600
|
|
|
|
17.35
|
|
|
|
13,600
|
|
|
|
858,100
|
|
June 1 - 30, 2019
|
|
|
25,100
|
|
|
|
17.55
|
|
|
|
25,100
|
|
|
|
833,000
|
|
|
|
|
53,300
|
|
|
$
|
17.46
|
|
|
|
53,300
|
|
|
|
|
|
(1) On November 19, 2018, the Company announced that the Board
of Directors had approved a third stock repurchase program authorizing the Company to repurchase up 900,000 shares of common stock,
approximately 10% of the Company's then outstanding shares.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PRUDENTIAL BANCORP, INC.
|
|
|
|
Date: August 9, 2019
|
By:
|
/s/ Dennis Pollack
|
|
Dennis Pollack
|
|
President and Chief Executive Officer
|
|
|
Date: August 9, 2019
|
By:
|
/s/ Jack E. Rothkopf
|
|
Jack E. Rothkopf
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Prudenital Bancorp Inc o... (NASDAQ:PBIP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Prudenital Bancorp Inc o... (NASDAQ:PBIP)
Historical Stock Chart
From Apr 2023 to Apr 2024